GreenSky, Inc. (Form: S-1, Received: 04/27/2018 17:34:23)

As filed with the Securities and Exchange Commission on April 27, 2018.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GreenSky, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		7389 (Primary Standard Industrial Classification Code Number)		82-2135346 (I.R.S. Employer Identification No.)

5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342
(678) 264-6105
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven E. Fox
Executive Vice President and Chief Legal Officer
GreenSky, Inc.
5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342
(678) 264-6105
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Brinkley Dickerson Troutman Sanders LLP 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308 Tel: (404) 885-3822 Fax: (404) 962-6743		Gregory A. Fernicola Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Tel: (212) 735-2918 Fax: (917) 777-2918

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. þ

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee

Class A common stock, $0.01 par value per share	$100,000,000	$12,450

	⁽¹⁾		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
	⁽²⁾		Includes additional shares of Class A common stock that the underwriters have the option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 27, 2018

PRELIMINARY PROSPECTUS

Shares

GreenSky, Inc.
Class A Common Stock

This is an initial public offering of shares of Class A common stock of GreenSky, Inc.

We will use a portion of the net proceeds from this offering to purchase newly-issued common membership interests from GreenSky Holdings, LLC (“GS Holdings”), which we refer to as “Holdco Units.” We also will use a portion of the net proceeds from this offering to purchase Holdco Units from certain holders (which we refer to as the “Exchanging Members”), including our Chief Executive Officer and certain of our other officers and directors, and to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors (as defined herein).

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price per share is expected to be between $ and $ . We intend to apply to list our Class A common stock on the under the symbol “GSKY.”

We will have two authorized classes of common stock: Class A and Class B. Holders of our Class A common stock are entitled to one vote per share, holders of our Class B common stock are entitled to ten votes per share, and all holders generally will vote together as a single class. Holders of our Class B common stock will not have any of the economic rights provided to holders of Class A common stock. Our Class B common stock will be held by the Continuing LLC Members (as defined herein) on a one-share-per-one-Holdco Unit basis. Each Holdco Unit is exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for one share of Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

We will be a holding company, and our sole material asset will be an equity interest in GS Holdings. Immediately following this offering, the holders of our Class A common stock collectively will own 100% of the economic interests (as defined herein) in GreenSky, Inc. (which will own % of the economic interests in GS Holdings) and will hold % of the voting power of the outstanding capital stock of GreenSky, Inc. The holders of our Class B common stock collectively will own % of the economic interests in GS Holdings and will hold the remaining % of the voting power of the outstanding capital stock of GreenSky, Inc. Although we will have a minority economic interest in GS Holdings, because we will be its managing member, we will control all of its business and affairs.

We are an “emerging growth company,” as that term is defined under the federal securities laws, and will be subject to reduced public company reporting requirements.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 26.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

Initial public offering price

Underwriting discounts and commissions ⁽¹⁾

Proceeds, before expenses, to us ⁽²⁾

	⁽¹⁾		See “Underwriting” for a full description of compensation payable to the underwriters in connection with this offering.
	⁽²⁾		We will use a portion of the net proceeds from the sale of our Class A common stock to purchase Holdco Units from the Exchanging Members and to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. The purchase price for each Holdco Unit will equal the price per share of our Class A common stock in this offering, less underwriting discounts and commissions.

The underwriters have an option to purchase up to additional shares of Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions. The underwriters can exercise this option at any time and from time to time within 30 days from the date of this prospectus.

If the underwriters exercise in full their option to purchase additional shares, we intend to use the net proceeds to purchase an additional newly-issued Holdco Units from GS Holdings and Holdco Units, together with an equal number of shares of our Class B common stock, from the Exchanging Members at the same price per Holdco Unit as set forth in note 2 above. See “Use of Proceeds.”

The underwriters expect to deliver securities entitlements with respect to the shares of Class A common stock against payment therefor in New York, New York on or about , 2018.


Goldman Sachs & Co. LLC		J.P. Morgan		Morgan Stanley


BofA Merrill Lynch		Citigroup		Credit Suisse		SunTrust Robinson Humphrey


Raymond James		Sandler O’Neill + Partners, L.P.		Fifth Third Securities		Guggenheim Securities

The date of this prospectus is , 2018

TABLE OF CONTENTS


	Page
BASIS OF PRESENTATION		ii
MARKET, INDUSTRY AND OTHER DATA		iv
TRADEMARKS, SERVICE MARKS AND TRADE NAMES		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		62
ORGANIZATIONAL STRUCTURE		63
USE OF PROCEEDS		69
DIVIDEND POLICY		70
CAPITALIZATION		71
DILUTION		72
SELECTED CONSOLIDATED FINANCIAL DATA		74
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		82
BUSINESS		104
MANAGEMENT		117
EXECUTIVE COMPENSATION		123
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		136
PRINCIPAL STOCKHOLDERS		143
DESCRIPTION OF CAPITAL STOCK		146
SHARES ELIGIBLE FOR FUTURE SALE		152
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		154
UNDERWRITING		158
LEGAL MATTERS		167
EXPERTS		167
WHERE YOU CAN FIND MORE INFORMATION		167

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take any responsibility for, nor do we or they provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, prospects, financial condition and results of operations may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

BASIS OF PRESENTATION

In connection with the consummation of this offering, we will effect certain reorganizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the reorganizational transactions, which we refer to collectively as the “Reorganization Transactions,” and the consummation of this offering. See “Organizational Structure” for a description of the Reorganization Transactions and a diagram depicting our organizational structure after giving effect to the Reorganization Transactions and the consummation of this offering.

As used in this prospectus, unless the context otherwise requires, references to:

•

“we,” “us,” “our,” the “Company,” “GreenSky” and similar references refer, unless otherwise indicated or the context otherwise requires: (i) prior to the consummation of the Reorganization Transactions and the consummation of this offering, to GS Holdings and GSLLC, as applicable, and their consolidated subsidiaries; and (ii) following the consummation of the Reorganization Transactions and the consummation of this offering, to GreenSky, Inc., the issuer of the Class A common stock offered hereby, and its consolidated subsidiaries, including GS Holdings and GSLLC.

•

“Bank Partners” refers to federally insured banks that originate loans under the GreenSky program and any other lenders with respect to those loans.

•

“Continuing LLC Members” refers to those Original GS Equity Owners and Original Profits Interests Holders who will continue to own Holdco Units after the Reorganization Transactions and who may, following the consummation of this offering, exchange their Holdco Units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors), as described in “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”

•

“Economic interest” means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock.

•

“Exchange Agreement” refers to the agreement pursuant to which the Exchange Agreement parties will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). In the event that there are multiple Exchange Agreements, “Exchange Agreement” refers to all of the Exchange Agreements collectively.

•

“Exchange Agreement parties” refers to the Continuing LLC Members and any other holders of Holdco Units (including Holdco Units issued upon exercise of options or warrants) that may become parties to the Exchange Agreement from time to time.

•

“Exchanging Members” refers to those Original GS Equity Owners, Original Profits Interests Holders, and option holders who will receive from us a portion of the net proceeds from this offering in exchange for Holdco Units in connection with the consummation of this offering.

•

“ Former Corporate Investors” refers to certain Original GS Equity Owners that will merge with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions.

•

“GreenSky program” or “program” refers to a consumer financing and payments program that we administer for merchants and on behalf of, and at the direction and under the control of, our Bank Partners in connection with which we provide point-of-sale financing and payments technology and related marketing, servicing, collection and other services.

•

“GSLLC” refers to GreenSky, LLC, the original operator of our Company’s business and a wholly-owned subsidiary of GS Holdings.

•

“GS Holdings” refers to GreenSky Holdings, LLC, which was formed as the holding company of GSLLC.

•

“Holdco Units” refers to the single class of common membership interests of GS Holdings initially issued in connection with the Reorganization Transactions.

•

“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions.

•

“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions.

•

“Platform” refers to our technology platform through which we administer the GreenSky program.

•

“Sponsors” refers to manufacturers, their captive and franchised showroom operations, and trade associations with which we partner to onboard merchants.

•

“Tax Receivable Agreement” refers to the agreement between GreenSky, Inc., GS Holdings and the TRA Parties, pursuant to which GreenSky, Inc. will agree to pay those parties 85% of certain cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize in connection with the Reorganization Transactions, the offering-related transactions and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement.

•

“ TRA Parties” refers to the equity holders of the Former Corporate Investors, the Exchanging Members, the Continuing LLC Members and any other parties receiving benefits under the Tax Receivable Agreement.

We will be a holding company and will be the managing member of GS Holdings. Upon the consummation of this offering and the application of proceeds therefrom, our sole material asset will be an equity interest in GS Holdings. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. As such, GS Holdings is the predecessor of the issuer, GreenSky, Inc., for financial reporting purposes, and GreenSky, Inc. will be the audited financial reporting entity following this offering. This prospectus contains the following historical financial statements:

•

GreenSky, Inc. Balance sheet as of December 31, 2017, which reflects the initial capitalization of the entity by GSLLC. Separate statements of operations, changes in

iii

			stockholders’ equity and cash flows have not been presented because GreenSky, Inc. has not engaged in any business or other activities except in connection with its formation and initial capitalization.
	•		GS Holdings. Because we will have no interest in any operations other than the operations of GS Holdings and its subsidiaries, including GSLLC, the historical consolidated financial information included in this prospectus is that of GS Holdings and its consolidated subsidiaries as if the common control transaction had occurred at the earliest date presented.

The unaudited pro forma financial information of GreenSky, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of GS Holdings and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization Transactions and the consummation of this offering as if they had occurred on January 1, 2017, in the case of the unaudited pro forma consolidated statement of operations data, and as of December 31, 2017, in the case of the unaudited pro forma consolidated balance sheet. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Except as otherwise indicated, units and per unit data in this prospectus are presented after adjustment for the Forward Split (as defined under “Organizational Structure”).

Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

All references to years in this prospectus, unless otherwise noted or indicated by the context, refer to our fiscal years, which end on December 31.

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains statistical data and estimates, including those relating to market size, competitive position and growth rates of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to any of this data or to these estimates. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market or industry data from third-party sources. We also believe our internal company research is reliable and the definitions of our market and industry are appropriate, though neither this research nor these definitions have been verified by any independent source.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or license the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. This prospectus also may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the TM, SM, Ó and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

PROSPECTUS SUMMARY

This summary highlights material information about our business and the offering of our Class A common stock. This is a summary of material information contained elsewhere in this prospectus and is not complete and does not contain all of the information that you should consider before deciding to invest in our Class A common stock. For a more complete understanding of our business and this offering, you should read this entire prospectus, including the section entitled “Risk Factors,” as well as the consolidated financial statements and the related notes thereto, before making an investment decision.

GreenSky, Inc.

Company Overview

We are a leading technology company that powers commerce at the point of sale. Our platform facilitates merchant sales, while reducing the friction, and improving the economics, associated with a consumer making a purchase and a bank extending financing for that purchase. We had approximately 11,000 active merchants on our platform as of December 31, 2017 and, from our inception through December 31, 2017, merchants used our platform to enable approximately 1.6 million consumers to finance over $11 billion of transactions with our Bank Partners.

Our market opportunity is significant. In 2017, there was approximately $315 billion of spending volume in the home improvement market, which historically has represented substantially all of our transaction volume, and substantial opportunities in the elective healthcare market, which we entered in 2016. In addition, at year-end 2017, according to the Federal Reserve System, there was approximately $3.8 trillion of U.S. consumer credit outstanding across a fragmented landscape of lenders, providing a significant opportunity for us to extend our platform to other markets where transactions are financed at the point of sale.

Over the past decade, we have developed and have been advancing and refining our proprietary, purpose-built platform to provide significant benefits to our growing ecosystem of merchants, consumers and banks:

	•		Merchants. Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume. Our platform is designed to provide a seamless experience for our merchants with a mobile-native design that is intuitive and easy to use. Our technology integrates effortlessly with merchants’ existing payments systems, while also allowing merchants to access funds faster.
	•		Consumers. Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to paying with cash, check, credit card, or general purpose revolving credit, particularly in the case of larger purchases. We provide a completely paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for financing in less than 60 seconds at the point of sale.
	•		Banks . We provide our Bank Partners with access to our proprietary technology solution and merchant network, enabling them to build a diversified portfolio of high quality consumer loans with attractive risk-adjusted yields. Our platform delivers significant loan volume, while requiring minimal upfront investment by our Bank Partners. Furthermore, our program is designed to adhere to the regulatory and compliance standards of our Bank Partners, which has helped us to gain their confidence, allowing them to outsource both loan facilitation and servicing functions to us.

and servicing, and it can be easily expanded to additional industry verticals as we scale our business. We have cultivated strong relationships with manufacturers and trade associations (which we refer to as Sponsors) to amplify the reach of our technology, enabling us to efficiently and cost-effectively onboard large numbers of potential merchants underlying each Sponsor. We offer potential merchants a platform that they can adopt without friction—including no upfront fees, capital expenditure, or onerous systems integration. When our merchants offer our solution at the point of sale, they provide our Bank Partners with cost-effective access to a vast number of consumers. This ecosystem of merchants, consumers and Bank Partners allows us to generate recurring revenues with minimal customer acquisition and marketing costs, resulting in attractive unit economics and strong margins.

As we scale, network effects reinforce and support the growth of our ecosystem. As our solution becomes integral to the manner by which our merchants regularly drive sales, these merchants and their sales associates become more deeply engaged and frequent users. As more sales associates, merchants and consumers benefit from our solution and develop affinity for our brand, we believe they promote GreenSky to other merchants and generate further organic interest. As more merchants and consumers become satisfied users of the GreenSky program, we are able to grow volume to support relationships with new Bank Partners and negotiate larger commitments from our existing Bank Partners. We believe these network effects reinforce an attractive virtuous cycle, whereby larger bank commitments allow us to facilitate more financing, which in turn enables us to serve more merchants and consumers.

We have a strong recurring revenue model built upon repeat and growing usage by merchants. We derive most of our revenue and profitability from upfront transaction fees that merchants pay us every time they facilitate a transaction using our platform. Thus, our profitability is strongly correlated with merchant transaction volume. The transaction fee rate depends on the terms of financing selected by a consumer. In addition, we collect servicing fees on the loan portfolios we service for our Bank Partners.

We have achieved significant growth in active merchants, transaction volume, revenue, net income and Adjusted EBITDA. Our low-cost go-to-market strategy, coupled with our recurring revenue model, has helped us generate strong margins. Transaction volume (which we define as the dollar value of loans facilitated on our platform during a given period) increased 31% from $2.9 billion in 2016 to $3.8 billion in 2017. Active merchants (which we define as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement) increased 48% from 7,361 as of December 31, 2016 to 10,891 as of December 31, 2017. Over the same period, revenue grew 23% from $264 million to $326 million, net income grew 12% from $124 million to $139 million, and Adjusted EBITDA grew 21% from $131 million to $159 million. For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data.”

Our Market Opportunity

We believe technology is transforming and streamlining commerce, reducing the traditional transaction frictions that merchants and consumers face and opening new payments and financing channels for banks. Payments and consumer financing are vast markets in the United States with $13.4 trillion of personal consumption expenditure in 2017, according to the U.S. Bureau of Economic Analysis, and $3.8 trillion of consumer loans outstanding at the end of 2017, according to the Federal Reserve System. We believe the following trends define the U.S. consumer finance market, and other core markets, today.

Our Existing Markets—Home Improvement and Elective Healthcare—are Sizeable and Growing

The home improvement market is large, fragmented and growing, representing approximately $315 billion in spending volume in 2017, according to the Joint Center for Housing Studies of Harvard University, although not all home improvement projects are of a size suitable for financing. Merchants in this market range from small, owner-operated contractors to large national brands and retailers. From our inception through December 31, 2017, our Bank Partners have used our program to extend over $11 billion of loans for home improvement sales and projects involving, among other things, windows, doors, roofing and siding; kitchen and bath remodeling; and heating, ventilation and air conditioning units. We believe that spending on home improvement goods and services will continue to increase as the national housing stock ages and existing home sales increase.

In 2016, we began expanding into elective healthcare, which, like the home imrovement market, is a large, fragmented market featuring creditworthy consumers who tend to make large-ticket purchases. We believe the elective healthcare market rivals in size the home improvement market in terms of annual spending volume, based on the number and cost of annual procedures performed. Elective healthcare providers include doctors, dentists, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We believe that because of population aging, innovations in medical technology and ongoing healthcare cost inflation, we are well-positioned to increase volume in the growing elective healthcare industry vertical.

We continually evaluate opportunities for expansion into new industry verticals. For example, we have identified significant opportunities within verticals such as online retail, power sports, auto repair and jewelry. These markets are also large and fragmented, and they similarly feature attractive consumers who make large ticket purchases.

Banks Seek Consumer Credit Exposure but are Not Well-Positioned to Lend at the Point of Sale

Legacy Financing Solutions are Less Attractive to Consumers

Providers of installment loan financing to consumers traditionally have required paper-based applications for which consumers are required to gather burdensome amounts of information. Accordingly, there often has been a substantial time lag between a consumer deciding to apply for a loan and receiving approval, and then from approval to funding. Meanwhile, revolving credit alternatives such as credit cards are faster and more convenient but are characterized by high rates and restrictive credit limits for large-ticket purchases. Consequently, prime consumers tend to use credit cards as payment, rather than financing, solutions. Absent a simple, fast and cost-effective alternative to finance large-ticket purchases, many consumers resort to paying with cash, debit card or check, or avoiding purchases altogether.

Our Ecosystem

We have built an entrenched ecosystem of merchants, consumers and Bank Partners. Our platform enables each of these constituents to benefit from enhanced access to each other and to our technology, resulting in a virtuous cycle of increasing engagement and value creation. We believe our ecosystem grows stronger with scale.

Value Proposition to Merchants

	•		Increased sales volume. Promotional payment plans and financing solutions make it easier for merchants to sell more goods and services. We have observed that our customizable solution helps merchants increase ticket size and conversion of sales.
	•		Seamless integration. We design our solution to deliver instant value, enabling our merchants’ sales associates to use their existing mobile devices to facilitate loans through our platform. We settle payments through a national credit card payment network or through

			the Automated Clearing House (“ACH”) network, meaning merchants that already accept these types of payments require no systems integration to adopt our platform. This frictionless onboarding makes consumer point-of-sale financing available for merchants of all sizes.
	•		Accelerated funding. Our merchants typically receive a sizeable portion of their funding faster than they would if they were paid in installments in a more traditional 30-day billing cycle.
	•		Superior customer service. We work creatively and collaboratively to design promotional financing offers that fulfill the needs of our merchants while continuing to improve our solution to appeal to their customers.

Value Proposition to Consumers

	•		Superior experience. Because we are able to process an application and approve financing at the point of sale with limited burden on the consumer, our platform enables consumers to “apply and buy” in most cases in less than a minute, utilizing an intuitive mobile interface and paperless loan agreement.
	•		Promotional interest rates and terms. The majority of the loans facilitated by our platform carry promotional financing with deferred interest or low-rate terms, an attractive alternative relative to the rates on credit card balances.
	•		Enables larger purchases. By allowing merchants to market to their customers by focusing on the monthly cost of their purchases rather than the one-time upfront cash outlays, consumers are able to better budget for larger purchases.
	•		Preserves revolving credit availability. Rather than utilizing revolving credit for large purchases, which results in available credit lines being reduced, the loans we facilitate preserve credit card availability for everyday purchases.

Value Proposition to Banks

•

Consumer credit exposure at attractive risk-adjusted yields. We believe loans originated on our platform offer strong net interest margin, credit performance, and duration characteristics relative to banks’ other unsecured consumer lending opportunities.

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Nationally-diversified, small-balance loans. While many of our Bank Partners may traditionally focus on lending opportunities within their geographic footprints, our platform enables them to originate loans in all 50 states and at an average loan size of less than $10,000, thus creating an efficient mechanism to aggregate a granular, diversified national portfolio.

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Access to our proprietary technology and merchant network. Over the past decade, we have built and refined our technology platform to deliver significant value to merchants and consumers. We also have cultivated strong relationships with Sponsors and merchants, resulting in 10,891 active merchants as of December 31, 2017. We believe our Bank Partners would require significant time and investment to build such a technology solution and merchant network themselves.

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No customer acquisition cost and limited operating expenses. Our platform alleviates the need for our Bank Partners to bear any marketing, software development or technology infrastructure costs to originate loans.

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Robust compliance framework. We continually refine and upgrade our platform, risk management and servicing capabilities to meet the compliance, documentation and vendor management requirements of our Bank Partners and their regulators.

Our Platform

Our Business Model

Efficient Go to Market Strategy

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Technology led, simple and affordable. Our digital offering enables an efficient, low-cost distribution model and offers frictionless setup at no upfront fee to merchants.

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Sponsor driven. We leverage our Sponsor relationships to access a large network of home improvement merchants at a minimal cost. Our track record demonstrates that Sponsors are attracted to working with GreenSky because they believe our promotional financing and payments platform is a valuable tool for their affiliated merchants.

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Organic and expansive. As merchants and their sales associates observe the competitive and other advantages that our program provides, we expect to experience greater demand. We have started to experience the impact of word-of-mouth marketing as sales associates who have used the program have begun working with new merchants and advocated joining the program. With over 43,000 sales associates having now downloaded and used the GreenSky mobile application, they are expected to serve as a strong organic customer acquisition channel.

Visible and Recurring Revenue Streams

Although we offer our technology at no upfront cost, we monetize through an upfront transaction fee every time a merchant receives a payment using our platform. This creates stable, recurring revenues, aligns our incentives with the interests of our merchants, and enables us to grow along with our ecosystem. In 2017, 93% of our transaction volume was generated from merchants that were enrolled on our technology platform as of December 31, 2016. In addition, our Bank Partners pay us a recurring servicing fee over the lives of their loans.

Attractive Unit Economics

Our low-cost go to market strategy, combined with our visible and recurring revenue model, provides for a fast payback period and strong dollar-based retention:

•

Fast payback period. “Payback period” refers to the number of months it takes for the cumulative transaction fees we earn from merchants acquired during a given month to exceed our total sales and marketing spend in that same month. For merchant groups acquired during 2017 for which payback was completed, the average payback period was approximately five months.

•

Strong dollar-based retention. We measure “dollar-based retention” on an annual cohort basis and define a cohort as the merchants that enroll for the first time on our platform within a given year. Our dollar-based retention calculation is adjusted to exclude Home Depot, which we count as a single merchant despite it having more than 2,000 locations, and to exclude solar panel merchants, as we actively reduced our transaction volume with such merchants in 2017. “Dollar-based retention” refers to the transaction volume generated during a given year by each cohort of merchants relative to the transaction volume generated by that same merchant cohort in the prior year, and the calculation is adjusted for a two quarter seasoning period. Our dollar-based retention has exceeded 100% on our platform for each annual cohort in the past three years.

We believe our fast payback period, combined with our strong dollar-based retention, indicates that our merchants will generate significant lifetime value for us relative to our cost of acquiring them.

Business Metrics

We review a number of operating and financial metrics, including the following, to evaluate our business, measure our performance, identify trends, formulate plans and make strategic decisions.


	Year ended December 31,
	2017			2016			2015
Active Merchants
Number			10,891			7,361			5,076
Percentage Increase			48%			45%
Transaction Volume
Dollars (millions)		$	3,767		$	2,882		$	2,076
Percentage Increase			31%			39%
Loan Servicing Portfolio
Dollars (millions)		$	5,390		$	3,832		$	2,561
Percentage Increase			41%			50%
Cumulative Consumer Accounts
Number			1,565,166			1,077,400			692,428

Active Merchants. Since our transaction volume is a function of the size, engagement and growth of our merchant network, active merchants (as defined above), in aggregate, are an indicator of future revenue and profitability, although they are not directly correlated. As of December 31, 2017, we had 10,891 active merchants on our platform, representing an increase of 48% over 7,361 as of December 31, 2016.

Transaction Volume. Transaction volume (as defined above) is an indicator of revenue and overall platform profitability and has grown substantially in the past several years. For the year ended December 31, 2017, transaction volume was $3.8 billion, which represented an increase of 31% over $2.9 billion for 2016.

Loan Servicing Portfolio. We define our loan servicing portfolio as the aggregate outstanding consumer loan balance (principal plus accrued interest and fees) facilitated and serviced by our

platform at the date of measurement. Our loan servicing portfolio is an indicator of our servicing activities. As of December 31, 2017, we had a loan servicing portfolio of $5.4 billion, representing an increase of 41% over $3.8 billion as of December 31, 2016. Our average loan servicing portfolio was $4.5 billion in 2017 and $3.2 billion in 2016.

Cumulative Consumer Accounts. We define cumulative consumer accounts as the aggregate number of consumer accounts approved on our platform since our inception, including both existing and prior accounts. Although not directly correlated to revenue, cumulative consumer accounts is a measure of our brand awareness among consumers, as well as the value of the data we have been collecting from those consumers since our inception. We may use this data to support future growth by cross-marketing products and delivering potential additional customers to merchants who may not have been able to source those customers themselves. As of December 31, 2017, we had 1.6 million cumulative consumer accounts, representing an increase of 45% over approximately 1.1 million as of December 31, 2016.

Our Strengths and Competitive Advantages

Differentiated Technology Platform and Customer Experience

We believe that our proprietary, patent-pending technology is unique because it can deliver:

	•		Frictionless setup and multiple promotional financing alternatives for our merchants
	•		An intuitive, mobile-native user interface, and real-time “apply and buy” capabilities, for consumers
	•		Instant digital loan underwriting and distribution mechanisms for our Bank Partners

We believe these capabilities will help us deepen our existing relationships and provide a competitive advantage in winning new business.

Large, Entrenched Ecosystem

Trusted Relationship with our Bank Partners

Asset-Light Model

Our Bank Partners originate and own the loans that they facilitate through our platform. We derive a substantial majority of our revenue and profitability from upfront transaction fees every time a merchant facilitates a transaction and receives a payment using our platform.

Attractive Consumer Profile

Consumers using our platform live in all 50 states and typically are or have been homeowners with super-prime or prime credit scores. For all loans originated on our platform during the year ended December 31, 2017, the credit-line weighted average consumer credit score was 771.

Efficient Go To Market Strategy and Recurring Revenue Model Drive Strong Operating Leverage

We leverage our proprietary technology and strong Sponsor relationships to efficiently access and onboard a large network of merchants. Our merchants, once acquired, allow us to reach an even larger universe of consumers and facilitate repeat transactions at very low cost relative to the transaction fee we receive. Coupled with the highly scalable technology anchoring our platform, we deliver strong operating margins.

Our Growth Opportunities

We have significant opportunities to expand our business. Our growth strategy focuses on the following efforts to continue to deliver value for our constituents and expand our ecosystem.

Grow Our Merchant Community

We intend to continue building relationships with large Sponsors and independent, high-sales volume merchants in our existing core markets.

Expand into New Industry Verticals, Including Online Retail and Traditional Store-Based Merchants

We recently expanded into the elective healthcare industry vertical and intend to explore other large, fragmented markets with creditworthy consumers who tend to make large-ticket purchases online and in-store. For example, online retail represents an attractive and low cost acquisition channel ripe for penetration that fits synergistically with our existing point-of-sale mobile platform. In 2017, domestic retail sales through the e-commerce platform exceeded $453 billion, growing by almost 16% over the prior year, according to the U.S. Census Bureau. We expect to seek out additional attractive industry verticals (whether online or in-store) based on our ability to efficiently go to market, grow market share, generate attractive risk-adjusted yields for our Bank Partners and continue to maximize value for our constituents.

Widen Our Spectrum of Consumers and Funding Partners

We continue to evaluate opportunities to assist our merchants to drive more sales by extending financing to a wider range of consumer credit profiles. To facilitate this extension of our platform, we may work with our Bank Partners to offer near-prime and non-prime financing, leveraging our technology platform to offer merchants and consumers a “single application” user experience that is designed to be superior to the user experience offered by our competitors in traditional “second-look” programs. We may expand our universe of Bank Partners to undertake these opportunities.

Leverage Our Current Customer Base and Bank Partner Relationships to Deliver New Solutions

Risk Factors Summary

An investment in our Class A common stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy and could materially adversely affect our business. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under

“Risk Factors” in deciding whether to invest in our Class A common stock. Some of these risks include that:

	•		We operate in a highly regulated industry, and a failure to comply with applicable laws and regulations could subject us to lawsuits or governmental actions, which could adversely affect our business.
	•		Our agreements with our Bank Partners are non-exclusive, short-term and subject to termination; any termination would negatively affect our business.
	•		Our results of operations and growth depend on our ability to retain existing, and attract new, merchants and Bank Partners.
	•		We derive a large percentage of our revenue from our top ten merchants. The loss of a significant merchant or Sponsor could have a negative impact on our business.
	•		Our results depend, to a significant extent, on the active and effective promotion and support of the GreenSky program by our Sponsors and merchants.
	•		We rely heavily on credit decisioning and scoring models as well as information from third parties and customers, all of which could contain misrepresentations, errors or inaccuracies that could adversely affect our business.
	•		Security breaches, fraudulent activity and interruptions in our computer systems affecting our business could have an adverse effect on our business.
	•		Our relationships with third-party vendors subject us to a variety of regulatory, financial and reputational risks.
	•		Our revenues are highly dependent on macroeconomic and U.S. real estate market conditions as well as prevailing interest rates.
	•		As a holding company, we are entirely dependent upon the operations of GSLLC and its ability to make distributions to provide cash flow to us to pay taxes and other expenses.
	•		The Continuing LLC Members will control our Company, and their interests may conflict with yours in the future.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth company, we may take advantage of certain limited exemptions from various reporting requirements that are applicable to other public companies. These provisions include:

	•		a requirement to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;
	•		an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
	•		an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation;
	•		reduced disclosure about executive compensation in our periodic reports and proxy statements; and
	•		no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We have chosen to present three years of audited financial statements and related selected financial data and management’s discussion and analysis of financial condition and results of operations. Further, the JOBS Act permits emerging growth companies to take advantage of an

extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and to comply with new or revised accounting standards as required of publicly-traded companies generally. This decision to opt out of the extended transition period is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may result in a less active trading market for our common stock and more volatility in our stock price.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the consummation of this offering, (ii) the first fiscal year after our annual gross revenues exceed $1.07 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Organizational Structure

GS Holdings is a limited liability company that is taxed as a partnership. Because U.S. tax law generally makes it impractical for an entity taxed as a partnership to sell membership interests publicly, GSLLC has formed a holding company that will be taxed as a corporation, GreenSky, Inc., to sell Class A common stock publicly. However, for holders of Class A, B and C units of GS Holdings (which will be converted to Holdco Units in the Reorganization Transactions) that do not intend to sell their Holdco Units in connection with this offering, it is more tax efficient for them to retain their Holdco Units until they are ready to sell them and then, at that time, to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock (or cash, at our option, such determination to be made by the disinterested members of our board of directors) and then to sell those shares. This structure—the formation of a holding company taxed as a corporation above a limited liability company taxed as a partnership where some members of the limited liability company continue to own some or all of their membership interests—is often referred to as an “Up-C structure.”

Prior to the Reorganization Transactions (as defined below) and the closing of this offering, the capital structure of GS Holdings consisted of (i) three classes of membership interests (Class A, B and C units) held by the Original GS Equity Owners (including the Former Corporate Investors) and (ii) profits interests held by the Original Profits Interests Holders. Options and warrants to purchase Class A units of GS Holdings also were outstanding. As further discussed below, following the Reorganization Transactions, the Original GS Equity Owners (other than the Former Corporate Investors) and the Original Profits Interests Holders, which we collectively refer to as the Continuing LLC Members, will continue to own Holdco Units in GS Holdings (other than Holdco Units that they will be exchanging in connection with this offering).

The diagram below depicts our organizational structure immediately prior to the Reorganization Transactions.

⁽¹⁾

“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions. Significant Original GS Equity Owners include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.

“Former Corporate Investors” refers to certain of the Original GS Equity Owners that will merge with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions. Significant Former Corporate Investors include an affiliate of TPG Georgia Holdings, L.P.

⁽²⁾

“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions, which include 55 current and former employees, directors, and an affiliate of one of the directors, of GS Holdings and its subsidiaries.

Following the Reorganization Transactions and this offering, we will be a holding company. Our sole material asset will be an equity interest in GS Holdings, which also is a holding company and has the sole equity interest in GSLLC, the subsidiary that conducts all of our operations. Because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), and GS Holdings will be the managing member of GSLLC, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC.

Prior to the closing of this offering, (i) the operating agreement of GS Holdings will be amended and restated (the “Holdings LLC Agreement”) to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units); (ii) we will issue to each of the Continuing LLC Members a number of shares of GreenSky, Inc. Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that it will be exchanging in connection with this offering), for consideration in the amount of $0.001 per share of Class B common stock; (iii) Holdco Units received by some of the smaller Original Profits Interests Holders will be contributed to GreenSky, Inc. in exchange for shares of our Class A common stock; (iv) equity holders of the Former Corporate Investors will contribute their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A common stock and

the right to certain payments under the Tax Receivable Agreement, and the merger of the Former Corporate Investors with and into subsidiaries of GreenSky, Inc.; (v) outstanding options to acquire Class A units of GS Holdings will be equitably adjusted so that they will be exercisable for Holdco Units (and an equal number of shares of Class B common stock); and (vi) outstanding warrants to acquire Class A units of GS Holdings will be equitably adjusted pursuant to their terms into warrants to acquire Holdco Units (and an equal number of shares of Class B common stock). We refer to these transactions collectively as the “Reorganization Transactions.” Following the Reorganization Transactions, Holdco Units (and shares of Class B common stock), options and warrants will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable.

Under the Holdings LLC Agreement, the membership interests in GS Holdings will be adjusted (the “Forward Split”) so that each Holdco Unit (together with a share of Class B common stock) is economically equivalent to a share of Class A common stock on a one-for-one basis. Corresponding adjustments will be made to options and warrants.

Our Class B common stock initially will entitle holders thereof to ten votes per share. Our Class B common stock will vote as a single class with our Class A common stock, but will not have any economic rights.

In connection with the Reorganization Transactions, we will enter into exchange agreements with the Continuing LLC Members and GS Holdings (which we refer to collectively as the “Exchange Agreement”), pursuant to which the Continuing LLC Members, and any other Exchange Agreement parties, will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any Holdco Units exchanged under those exchange provisions will thereafter be owned by GreenSky, Inc., and the corresponding shares of Class B common stock will be cancelled.

The Reorganization Transactions also include various other agreements and processes. For additional details, see “Organizational Structure” and “Certain Relationships and Related Party Transactions.”

The diagram below depicts our simplified organizational structure immediately following this offering after giving effect to the use of proceeds and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

⁽¹⁾

“Continuing LLC Members” refers to those Original GS Equity Owners and Original Profits Interests Holders who will continue to own Holdco Units after the Reorganization Transactions and who may, following the consummation of this offering, exchange their Holdco Units (with automatic cancellation of an equal number of shares of our Class B common stock) for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Significant Continuing LLC Members include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.

⁽²⁾

“Former Corporate Investors” refers to certain of the Original GS Equity Owners that will merge with and into or one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions. Significant Former Corporate Investors include an affiliate of TPG Georgia Holdings, L.P.

⁽³⁾

The shares of Class B common stock have no economic rights, but each share of Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

See “Principal Stockholders.”

Our Up-C structure will allow the Continuing LLC Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of the Company that is allocated to such owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Holdco Units that the Continuing LLC Members will hold are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock or cash, at our option (such determination to be made by the disinterested members of our board of directors), the Up-C structure also provides the Continuing LLC Members potential liquidity that holders of non-publicly traded limited liability companies typically are not afforded. See “Organizational Structure” and “Description of Capital Stock.”

GreenSky, Inc. will hold Holdco Units and therefore receive the same benefits as the Continuing LLC Members on account of its ownership in an entity treated as a partnership, or “pass-through” entity, for income tax purposes. Our use of the net proceeds from this offering to purchase Holdco Units from the Exchanging Members and equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement, are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. This so-called “step-up” in tax basis will provide GreenSky, Inc. with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to GreenSky, Inc. GreenSky, Inc. and GS Holdings will enter into a Tax Receivable Agreement under which GreenSky, Inc. will agree to pay the TRA Parties 85% of the value of these and certain other tax benefits and will retain the remaining 15% of the value of such benefits. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Corporate Information

GreenSky, Inc. was incorporated on July 12, 2017, and had no business transactions or activities and no material assets or liabilities prior to the Reorganization Transactions and this offering. Our principal executive offices are located at 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342. Our telephone number is (678) 264-6105. The address of our main website is www.greenskycredit.com. The information contained on or accessible through our website does not constitute a part of this prospectus.

Recent Developments

In December 2017, we issued 1,010,199 Class C-1 preferred units for gross proceeds of $200 million in an offering pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”). We intend to use the net proceeds of $194.4 million from such offering for general operating purposes.

In 2017, we declared non-tax distributions of $346.5 million to our unit holders and holders of profits interests and a related party at the time we entered into the term loan described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and in Note 7 to the consolidated financial statements of GS Holdings included in this prospectus, of which $337.2 million was paid as of December 31, 2017 and $3.1 million has been paid to date in 2018. In December 2017, we declared a $160.0 million special cash distribution to our unit holders and holders of profits interests using the proceeds from a sale of loan receivables and cash from operations, of which $156.1 million was paid as of December 31, 2017 and $0.9 million has been paid to date in 2018. Tax-related distributions totaled $71.3 million in 2017 and has totaled $36.3 million to date in 2018. See “Dividend Policy.”

The Offering


Issuer		GreenSky, Inc.

Class A common stock offered by us		shares of Class A common stock (or shares if the underwriters’ option is exercised in full).

Underwriters’ option to purchase additional shares		We have granted the underwriters a 30-day option to purchase up to an additional shares of Class A common stock at the public offering price less underwriting discounts and commissions.

Common stock to be outstanding after giving effect to this offering and the use of proceeds to us therefrom		shares of Class A common stock (or shares if the underwriters’ option is exercised in full). If all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis, shares of Class A common stock (or shares if the underwriters’ option is exercised in full) would be outstanding.

		shares of Class B common stock (or shares if the underwriters’ option is exercised in full), equal to one share per Holdco Unit (other than any Holdco Units owned by GreenSky, Inc.).

Voting		Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.

		After this offering, the Continuing LLC Members will hold an equal number of shares of Class B common stock and Holdco Units. The shares of Class B common stock have no economic rights, but each share of Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. Once the collective holdings of the Continuing LLC Members in the aggregate are less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

		Holders of our Class A and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

Voting power held by holders of Class A common stock after giving effect to this offering and the use of proceeds		% (or 100% if all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis).



Voting power held by holders of Class B common stock after giving effect to this offering and the use of proceeds		% (or 0% if all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis).

Voting power		% (or % if the underwriters’ option is exercised in full) will be held by executive officers, directors and greater than 5% stockholders after giving effect to this offering and the use of proceeds.

		% (or % if the underwriters’ option is exercised in full) will be held by executive officers, directors and greater than 5% stockholders, together with other current members of GS Holdings, after giving effect to this offering and the use of proceeds.

Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

		We intend to use net proceeds of approximately $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure.” We intend to use net proceeds of approximately $ million to purchase an aggregate of Holdco Units from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors, as described under “Organizational Structure.” We also intend to use net proceeds of approximately $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and Redemption of Class A Common Stock” for the number of Holdco Units to be purchased from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase or Class A share redeemed will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions.

		If the underwriters exercise in full their option to purchase additional shares of Class A common stock, in addition to the use of our net proceeds described above, we intend to use net proceeds of approximately $ million to purchase an additional newly-issued Holdco Units from GS


		Holdings, and net proceeds of approximately $ million to purchase an additional Holdco Units (together with an equal number of shares of Class B common stock) from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors.

		The proceeds received by GS Holdings in connection with the sale of newly-issued Holdco Units will be used by GS Holdings and GSLLC to pay the expenses of this offering and for general corporate purposes. See “Use of Proceeds.”

Dividend policy		We have no current plans to pay dividends on our Class A common stock. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including those under our Credit Agreement, as defined below), general business conditions and other factors that our board of directors may deem relevant.

		Subject to having available cash and subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments), the Holdings LLC Agreement requires GS Holdings to make certain distributions to GreenSky, Inc. and the Continuing LLC Members, pro rata, in order to facilitate their payment of taxes with respect to GS Holdings’ income and to facilitate the payment by GreenSky, Inc. of amounts due under the Tax Receivable Agreement. Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability to determine the amount and timing of distributions by GSLLC to GS Holdings, subject to compliance with applicable law. Any such distributions will then be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. In addition, in order to maintain to the greatest extent practicable the parity in value of Holdco Units and shares of Class A common stock, to the extent that GreenSky, Inc. accumulates substantial cash and cash equivalents, and receivables from GS Holdings, we will consider making distributions to Class A common stockholders. While the determination of what level of cash and cash equivalents, and receivables from GS Holdings (if any), warrant such distribution will depend upon the facts and circumstances at the time of determination, we generally would expect to make distributions where such amounts exceed $100 million. See “Dividend Policy.”

Listing		We intend to apply to list our Class A common stock on the under the symbol “GSKY.”

Exchange rights of the Continuing LLC Members		Prior to the closing of this offering, we will complete the reorganization described in “Organizational Structure.”


		Pursuant to the Exchange Agreement, each Continuing LLC Member, and any other Exchange Agreement parties, will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock of GreenSky, Inc. on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). We have reserved for issuance shares of Class A common stock in respect of the aggregate number of shares of Class A common stock that may be issued upon exchange of Holdco Units. See “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Tax Receivable Agreement		Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the exchange rights described above are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. The merger of the Former Corporate Investors is expected to increase certain tax attributes of GreenSky, Inc. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to GreenSky, Inc. and, with the additional tax attributes, reduce the amount of tax that GreenSky, Inc. otherwise would be required to pay in the future. These increases in tax basis also may decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We and GS Holdings will enter into a tax receivable agreement with the TRA Parties (the “Tax Receivable Agreement”), whereby GreenSky, Inc. will agree to pay those parties 85% of the amount of cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of these increases in tax basis, increases in basis from such payments and deemed interest deductions arising from such payments.

		Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering and our acquisition of the equity of the Former Corporate Investors, together with future exchanges of Holdco Units and Class B common stock as described above, would aggregate to approximately $ million over 15 years from the date of this offering based on an initial public


		offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay approximately 85% of such amount, or approximately $ million, over the 15-year period from the date of this offering. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $ million in the aggregate under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Registration Rights Agreement		We intend to enter into a registration rights agreement whereby, following this offering and the expiration of the related 180-day lock-up period, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) that may be issued to certain of the Continuing LLC Members upon exchange of their Holdco Units (with automatic cancellation of Class B common stock) and (ii) issued to the equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Directed Share Program		At our request, the underwriters have reserved up to % of the shares of Class A common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to directors, officers, employees and other individuals associated with us. Any shares purchased by our directors and executive officers pursuant to our directed share program will be subject to the 180-day lock-up agreements described under “Underwriting.” The number of shares of Class A common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriting.”

Risk factors		Please read the section entitled “Risk Factors” for a discussion of certain factors you should carefully consider before deciding to invest in our Class A common stock.

Unless otherwise indicated or the context otherwise requires, the number of shares of Class A common stock outstanding and other information in this prospectus:

•

assumes the effectiveness of our amended and restated certificate of incorporation and bylaws, which we will adopt prior to completion of this offering;

•

assumes an initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus;

•

assumes that the underwriters do not exercise their option to purchase additional shares of Class A common stock from us;

•

excludes shares of Class A common stock issuable upon the exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) that will be held by the Continuing LLC Members immediately following this offering;

•

excludes shares of Class A common stock reserved as of the date of this prospectus for future issuance under our 2018 Omnibus Incentive Compensation Plan;

•

excludes shares of Class A common stock issuable upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which are issuable upon exercise of warrants with a weighted-average exercise price of $ ; and

•

excludes shares of Class A common stock issuable upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which are issuable upon exercise of options with a weighted-average exercise price of $ .

Summary Historical and Pro Forma Consolidated Financial Data

The following tables set forth summary historical consolidated financial and other data of GS Holdings at the dates and for the periods indicated. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with ASC 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. GS Holdings is considered our predecessor for accounting purposes, and its historical consolidated financial statements, which include the consolidated financial statements of GSLLC for periods prior to August 2017, will be our historical consolidated financial statements following this offering. The statements of operating data for the years ended December 31, 2017, 2016 and 2015, and balance sheet data as of December 31, 2017 and 2016, are derived from the audited consolidated financial statements of GS Holdings and related notes included elsewhere in this prospectus. The summary historical financial data of GreenSky, Inc. have not been presented because GreenSky, Inc. is a newly incorporated entity and has not engaged in any business or other activities except in connection with its formation and initial capitalization.

The summary unaudited pro forma consolidated statement of operations data for the fiscal year ended December 31, 2017 present our consolidated results of operations after giving pro forma effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions occurred on January 1, 2017, (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds,” (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” and (iv) a provision for corporate income taxes on the income attributable to GreenSky, Inc. at an effective rate of %, inclusive of all United States federal, state and local income taxes. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect their impact, on a pro forma basis, on the historical financial information of GS Holdings. The summary unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of GreenSky, Inc. that would have occurred had GreenSky, Inc. been in existence or operated as a public company or otherwise during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the described transactions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

The following summary historical consolidated financial and other data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements and related notes, and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Information” and other financial information included in this prospectus. Historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance, and the results for any interim period are not necessarily indicative of the operating results to be expected for the full fiscal year.


	Historical GS Holdings												Pro Forma GreenSky, Inc.
													Year ended December 31,
	Year ended December 31,
	2017				2016				2015				2017
	(dollars in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue:
Transaction fees		$	278,958			$	228,446			$	152,678			$
Servicing and other			46,929				35,419				20,779

Total revenue			325,887				263,865				173,457
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145				36,506
Compensation and benefits			54,650				39,836				27,738
Sales and marketing			2,198				1,085				861
Property, office and technology			10,062				8,000				4,283
Depreciation and amortization			3,983				3,708				2,356
General and administrative			14,876				10,602				7,071
Related party expenses			4,811				1,678				1,536

Total costs and expenses			180,288				144,054				80,351

Operating profit			145,599				119,811				93,106
Other income/(expense), net
Interest income			5,180				7,302				1,912
Interest expense			(7,536	)			—				—
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)

Total other income/(expense), net			(6,931	)			4,653				713

Income before income tax expense
Income tax expense

Net income		$	138,668			$	124,464			$	93,819			$

Net income attributable to noncontrolling interests
Net income attributable to participating interests			35,449				25,233				17,594

Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225

Net income attributable to GreenSky, Inc.														$

Per Share Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic														$
Diluted														$
Pro forma net income available to Class A common stock per share:
Basic														$
Diluted														$


	As of December 31,
	2017				2016
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash		$	224,614			$	185,243
Restricted cash			129,224				42,871
Loan receivables held for sale, net			73,606				41,268
Property, equipment and software, net			7,848				7,018
Total assets			462,889				302,205
Finance charge reversal liability			94,148				68,064
Term loan			338,263				—
Total liabilities			488,928				89,995
Total temporary equity			430,348				335,720
Total permanent equity (deficit)			(456,387	)			(123,510	)

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with United States generally accepted accounting principles (“GAAP”), we monitor Adjusted EBITDA, a non-GAAP measure, to manage our business, make planning decisions, evaluate our performance and allocate resources. We define “Adjusted EBITDA” as net income before interest expense, taxes, depreciation and amortization, adjusted to eliminate equity-based compensation and payments and certain non-cash and nonrecurring expenses.

We believe that Adjusted EBITDA is one of the key financial indicators of our business performance over the long term and provides useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that this methodology for determining Adjusted EBITDA can provide useful supplemental information to help investors better understand the economics of our platform.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income. Some of the limitations of Adjusted EBITDA include:

	•		it does not reflect our future contractual commitments;
	•		it does not reflect the impact of working capital requirements; and
	•		it is not a universally consistent calculation, limiting its usefulness as a comparative measure.

Management compensates for the inherent limitations associated with using the measure of Adjusted EBITDA through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, as presented below.


	Year ended December 31,
	2017			2016			2015
	(In thousands)
Net income		$	138,668		$	124,464		$	93,819
Interest expense			7,536			—			—
Tax expense ⁽¹⁾			309			281			187
Depreciation and amortization			3,983			3,708			2,356
Equity-related expense ⁽²⁾			4,253			2,288			1,094
Fair value change in servicing liabilities ⁽³⁾			2,071			—			—
Nonrecurring transaction expenses ⁽⁴⁾			2,612			—			—

Adjusted EBITDA		$	159,432		$	130,741		$	97,456

	⁽¹⁾		Includes taxes in certain states related to our operations, as we did not incur any federal or state income taxes during these periods given our flow-through status. Tax expense is included within general and administrative expenses in our Consolidated Statements of Operations.
	⁽²⁾		Includes equity-based compensation to employees and directors, as well as equity-based payments to non-employees.
	⁽³⁾		Includes the non-cash impact of the initial recognition of servicing liabilities and subsequent fair value changes in such servicing liabilities during the periods presented. See Notes 1, 2 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional discussion of our servicing liabilities.
	⁽⁴⁾		Includes one-time fees paid to an affiliate of one of the members of the board of managers in conjunction with the August 2017 term loan transaction.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the financial statements and notes to the financial statements included herein, before investing in our Class A common stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of our Class A common stock could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this prospectus to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and future prospects. You should carefully consider the following risk factors in addition to the other information included in this prospectus, including in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and the Consumer Financial Services Industry

Our agreements with our Bank Partners are non-exclusive, short-term in duration and subject to termination by our Bank Partners upon the occurrence of certain events, including our failure to comply with applicable regulatory requirements. If such agreements are terminated, and we are unable to replace the commitments of the terminating Bank Partners, our business would be adversely affected.

We rely on our Bank Partners to originate all of the loans made through the GreenSky program. Our four largest Bank Partners—SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank—provided approximately 90% of the commitments to originate loans as of December 31, 2017. We have entered into separate loan origination agreements and servicing agreements with each of our Bank Partners. The loan origination agreements generally contain customary termination provisions that allow our Bank Partners to terminate the agreement upon certain events including, among other things, our breach of the loan origination agreement or servicing agreement, underperformance of loan portfolios or regulatory requirements, and certain loan origination agreements, including loan origination agreements with certain of our largest Bank Partners, entitle the Bank Partner to terminate the agreement for convenience. Our servicing agreements with our Bank Partners generally contain customary termination provisions that allow our Bank Partners to terminate our servicing of loans under the agreement upon certain events including, among other things, our breach of the loan origination agreement or servicing agreement. If any of our largest Bank Partners were to terminate their agreements with us, it would have a material adverse effect on our business.

Our agreements with our Bank Partners generally have automatically renewable one-year terms. These agreements are non-exclusive and do not prohibit our Bank Partners from working with our competitors or from offering competing products, except that certain Bank Partners have agreed not to provide customer financing outside of the GreenSky program to our merchants and Sponsors during the term of their agreements with us and generally for one year after termination or expiration. As a result, any of our Bank Partners could with minimal notice decide that working with us is not in its interest, could offer us less favorable or unfavorable economic or other terms or could decide to enter into exclusive or more favorable relationships with one of our competitors. We also could have future disagreements or disputes with our Bank Partners, which could negatively affect or threaten our relationships with them.

Our Bank Partners also may terminate their agreements with us if we fail to comply with regulatory requirements applicable to them. We are a service provider to our Bank Partners, and, as a result, we are subject to audit by our Bank Partners in accordance with customary practice and applicable regulatory guidance related to management by banks of third-party vendors. We also are subject to the examination and enforcement authority of the federal banking agencies, including the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency, as a bank service company, and are subject to the examination and enforcement

authority of the Consumer Financial Protection Bureau (“CFPB”) as a service provider to a covered person under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). It is imperative that our Bank Partners continue to have confidence in our compliance efforts. Any substantial failure, or alleged or perceived failure, by us to comply with applicable regulatory requirements could cause them to be unwilling to originate loans through our program or could cause them to terminate their agreements with us. See “—Risks Related to Our Regulatory Environment.” If we are unsuccessful in maintaining our relationships with our Bank Partners for any of the foregoing reasons, or if we are unable to develop relationships with new Bank Partners, it would have a material adverse effect on our business and our ability to grow.

Our results of operations and continued growth depend on our ability to retain existing, and attract new, merchants and Bank Partners.

A substantial majority of our revenue is generated from the transaction fees that we receive from our merchants and, to a lesser extent, servicing and other fees that we receive from our Bank Partners in connection with loans made by our Bank Partners to the customers of our merchants. Approximately 86% of our revenue in 2017 was generated from transaction fees paid to us by our merchants. To attract and retain merchants, we market our program to them on the basis of a number of factors, including financing terms, the flexibility of promotional offerings, approval rates, speed and simplicity of loan origination, service levels, products and services, technological capabilities and integration, customer service, brand and reputation.

There is significant competition for our existing merchants. If we fail to retain any of our larger merchants or a substantial number of our smaller merchants, and we do not acquire new merchants of similar size and profitability, it would have a material adverse effect on our business and future growth. We have experienced some turnover in our merchants, as well as varying activation rates and volatility in usage of the GreenSky program by our merchants, and this may continue or even increase in the future. Program agreements generally are terminable by merchants at any time. Also, we generally do not have exclusive arrangements with our merchants, and they are free to use our competitors’ programs at any time and without notice to us. If a significant number of our existing merchants were to use other competing programs, thereby reducing their use of our program, it would have a material adverse effect on our business and results of operations.

Competition for new merchants also is significant, especially in industry verticals in which we do not have an established reputation, such as elective healthcare. As a result, our continued success and growth depend on our ability to attract new merchants, including in new verticals, and our failure to do so would limit our growth and our ability to continue generating revenue at current levels.

Our failure to retain existing, and attract and retain new, Bank Partners also would materially adversely affect our business and our ability to grow. We market our program to banks on the basis of the risk-adjusted yields available to them and geographic diversity of the loans that they are able to originate through the GreenSky program, as well as the absence of significant upfront and ongoing costs and the general attractiveness of the consumers that use the GreenSky program. Bank Partners have alternative sources for attractive, if not similar, loans, including internal loan generation, and they could elect to originate loans through those alternatives rather than through the GreenSky program.

Based upon current commitment levels, our four largest Bank Partners are SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank. As of December 31, 2017, they provided approximately 90% of the overall commitments to originate loans through our program. If any of our larger Bank Partners, or a substantial number of our smaller Bank Partners, were to suspend, limit or otherwise terminate their relationships with us, it would have a material adverse effect on our business. If we need to enter into arrangements with a different bank to replace one of our Bank Partners, we may not be able to negotiate a comparable alternative arrangement.

A large percentage of our revenue is concentrated with our top ten merchants, and the loss of a significant merchant could have a negative impact on our operating results.

Our top ten merchants (including certain groups of affiliated merchants) accounted for an aggregate of 30% of our total revenue in 2017. The Home Depot is our most significant single merchant and represented approximately 6% of total revenue in 2017. In addition, affiliates of Renewal by Andersen, our largest Sponsor, represented together approximately 19% of total revenue in 2017. Our agreement with Renewal by Andersen provides that Renewal by Andersen will promote the GreenSky program through notifying its dealers of the availability of the GreenSky program and providing them ancillary materials. Our agreement also provides that we will provide Renewal by Andersen a rebate if certain financing goals are met. Both parties have the right to terminate the agreement generally upon 90-days notice. If Renewal by Andersen terminates the agreement, Renewal by Andersen dealers would not be obligated to terminate their participation in the GreenSky program, although they could choose to do so. We expect to have significant concentration in our largest merchant relationships for the foreseeable future. In the event that (i) The Home Depot or one or more of our other significant merchants, or groups of merchants, or (ii) Renewal by Andersen or one or more of our other significant Sponsors, and their dealers, terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the GreenSky program would decline, which would materially adversely affect our business and, in turn, our revenue.

Our results depend, to a significant extent, on the active and effective promotion and support of the GreenSky program by our Sponsors and merchants.

Our success depends on the active and effective promotion of the GreenSky program by our Sponsors to their network of merchants and by our merchants to their customers. We rely on our Sponsors, including large franchisors within different home improvement industry sub-verticals, to promote the GreenSky program within their networks of merchants. Approximately two-thirds of our active merchants are affiliated with Sponsors. Although our Sponsors generally are under no obligation to promote the GreenSky program, many do so through direct mail, email campaigns and trade shows. The failure by our Sponsors to effectively promote and support the GreenSky program would have a material adverse effect on the rate at which we acquire new merchants and the cost thereof.

We also depend on our merchants, which generally accept most major credit cards and other forms of payment, to promote the GreenSky program, to integrate our platform and the GreenSky program into their business, and to educate their sales associates about the benefits of the GreenSky program so that their sales associates encourage customers to apply for and use our services. Our relationship with our merchants, however, generally is non-exclusive, and we do not have, or utilize, any recourse against merchants when they do not promote the GreenSky program. The failure by our merchants to effectively promote and support the GreenSky program would have a material adverse effect on our business.

If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur remediation costs.

Although our merchants are obligated to fulfill their contractual commitments to consumers and to comply with applicable law, from time to time they might not, or a consumer might allege that they did not. This, in turn, can result in claims against our Bank Partners and us or in loans being uncollectible. In those cases, we may decide that it is beneficial to remediate the situation, either through assisting the consumers to get a refund, working with our Bank Partners to modify the terms of the loan or reducing the amount due, making a payment to the consumer or otherwise. Historically, the cost of remediation has not been material to our business, but we make no assurance that it will not be in the future.

We have experienced rapid growth, which may be difficult to sustain and which may place significant demands on our operational, administrative and financial resources.

The number of loans originated through the GreenSky program grew from approximately 289,000 in 2015 to approximately 488,000 in 2017, and our revenue grew from $173 million in 2015 to $326 million in 2017. Our rapid growth has caused significant demands on our operational, marketing, compliance and accounting infrastructure, and has resulted in increased expenses, which we expect to continue as we grow. In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer finance market and regulatory developments relating to our existing and projected business activities and those of our Bank Partners. Our future growth will depend, among other things, on our ability to maintain an operating platform and management system sufficient to address our growth and will require us to incur significant additional expenses and to commit additional senior management and operational resources.

As a result of our growth, we face significant challenges in:

	•		securing commitments from our existing and new Bank Partners to provide loans to customers of our merchants;
	•		maintaining existing and developing new relationships with merchants and Sponsors;
	•		maintaining adequate financial, business and risk controls;
	•		implementing new or updated information and financial and risk controls and procedures;
	•		training, managing and appropriately sizing our workforce and other components of our business on a timely and cost-effective basis;
	•		navigating complex and evolving regulatory and competitive environments;
	•		securing funding (including credit facilities and/or equity capital) to maintain our operations and future growth;
	•		increasing the number of borrowers in, and the volume of loans facilitated through, the GreenSky program;
	•		expanding within existing markets;
	•		entering into new markets and introducing new solutions;
	•		continuing to revise our proprietary credit decisioning and scoring models;
	•		continuing to develop, maintain and scale our platform;
	•		effectively using limited personnel and technology resources;
	•		maintaining the security of our platform and the confidentiality of the information (including personally identifiable information) provided and utilized across our platform; and
	•		attracting, integrating and retaining an appropriate number of qualified employees.

We may not be able to manage our expanding operations effectively, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

If we experience negative publicity, we may lose the confidence of our Bank Partners, merchants and consumers who use the GreenSky program and our business may suffer.

Reputational risk, or the risk to us from negative publicity or public opinion, is inherent to our business. Recently, consumer financial services companies have been experiencing increased reputational harm as consumers and regulators take issue with certain of their practices and judgments, including, for example, fair lending, credit reporting accuracy, lending to members of the military, state licensing (for lenders, servicers and money transmitters) and debt collection. Maintaining a positive reputation is critical to our ability to attract and retain Bank Partners, merchants, consumers, investors and employees. Negative public opinion can arise from many sources, including actual or alleged misconduct, errors or improper business practices by employees, Bank Partners, merchants, outsourced service providers or other counterparties;

litigation or regulatory actions; failure by us, our Bank Partners, or merchants to meet minimum standards of service and quality; inadequate protection of consumer information; failure of merchants to adhere to the terms of their GreenSky program agreements or other contractual arrangements or standards; compliance failures; and media coverage, whether accurate or not. Negative public opinion can diminish the value of our brand and adversely affect our ability to attract and retain Bank Partners, merchants and consumers, as a result of which our results of operations may be materially harmed and we could be exposed to litigation and regulatory action.

We may be unable to successfully develop and commercialize new or enhanced products and services.

The consumer financial services industry is subject to rapid and significant changes in technologies, products and services. Our business is dependent upon technological advancement, such as our ability to process applications instantly, accept electronic signatures and provide other conveniences expected by borrowers and counterparties. We must ensure that our technology facilitates a consumer experience that is quick and easy and equals or exceeds the consumer experience provided by our competitors. Therefore, a key part of our financial success depends on our ability to develop and commercialize new products and services and enhancements to existing products and services, including with respect to mobile and point-of-sale technologies.

Realizing the benefit of such products and services is uncertain, and we may not assign the appropriate level of resources, priority or expertise to the development and commercialization of these new products, services or enhancements. Our ability to develop, acquire and commercialize competitive technologies, products and services on acceptable terms, or at all, may be limited by intellectual property rights that third parties, including competitors and potential competitors, may assert. In addition, our success is dependent on factors such as merchant and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the availability of appropriate technologies and business processes and regulatory approvals. Success of a new product, service or enhancement also may depend upon our ability to deliver it on a large scale, which may require a significant investment.

We also could utilize and invest in technologies, products and services that ultimately do not achieve widespread adoption and, therefore, are not as attractive or useful to our merchants and their customers as we anticipate. Our merchants also may not recognize the value of new products and services or believe they justify any potential costs or disruptions associated with implementing them. Because our solution is typically marketed through our merchants, if our merchants are unwilling or unable to effectively implement or market new technologies, products, services or enhancements, we may be unable to grow our business. Competitors also may develop or adopt technologies or introduce innovations that change the markets they operate in and make our solution less competitive and attractive to our merchants and their customers. Moreover, we may not realize the benefit of new technologies, products, services or enhancements for many years, and competitors may introduce more compelling products, services or enhancements in the meantime.

Changes in market interest rates could have an adverse effect on our business.

The fixed interest rates charged on the loans that our Bank Partners originate are calculated based upon a margin above a market benchmark at the time of origination. Increases in the market benchmark would result in increases in the interest rates on new loans. Increased interest rates may adversely impact the spending levels of consumers and their ability and willingness to borrow money. Higher interest rates often lead to higher payment obligations, which may reduce the ability of customers to remain current on their obligations to our Bank Partners and, therefore, lead to increased delinquencies, defaults, customer bankruptcies and charge-offs, and decreasing recoveries, all of which could have an adverse effect on our business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk.”

Increases in loan delinquencies and default rates in the GreenSky program could cause us to lose amounts we place in escrow and may require us to deploy resources to enhance our collections and default servicing capabilities, which could adversely affect our ability to maintain loan volumes.

Loans funded by our Bank Partners generally are not secured by collateral, are not guaranteed or insured by any third party and are not backed by any governmental authority in any way, which limits the ability of our Bank Partners to collect on loans if a borrower is unwilling or unable to repay. A borrower’s ability to repay can be negatively impacted by increases in the borrower’s payment obligations to other lenders under home, credit card and other loans; loss of employment or other sources of income; adverse health conditions; or for other reasons. Changes in a borrower’s ability to repay loans made by our Bank Partners also could result from increases in base lending rates or structured increases in payment obligations. While consumers using our platform to date have had high average credit scores, we may enter into new industry verticals in which consumers have lower average credit scores, leading to potentially higher rates of defaults.

Should delinquencies and default rates increase, we will need to expand our collections and default servicing capabilities, which will require skills and resources that we currently may not have. This will result in higher costs due to the time and effort required to collect payments from delinquent borrowers.

While we are not generally responsible for defaults by customers, we have agreed with each of our Bank Partners to fund an escrow in order to provide the Bank Partners limited protection against credit losses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Components of Results of Operations—Operating Expenses.” If credit losses increase, we could lose a portion, or all, of these escrowed funds, which would have an adverse effect on our business.

Because the agreements we have with our Bank Partners are of short duration and because our Bank Partners generally may terminate their agreements or reduce their commitments to provide loans if credit losses increase, the overall volume of GreenSky program loans may decrease in the event of higher default rates. In addition, in certain limited circumstances, our Bank Partners may terminate the agreements under which we service their loan portfolios, in which case we will suffer a decrease in our revenues from loan servicing.

We own receivables for certain loans, and the non-performance, or even significant underperformance, of those receivables would adversely affect our business.

We hold some of the receivables underlying the loans originated by our Bank Partners, which we refer to as “R&D Receivables” and which are designated as loan receivables held for sale on our Consolidated Balance Sheet. As of December 31, 2017, we had $73.6 million in loan receivables held for sale, net. Generally, we hold R&D Receivables that we purchase from an originating Bank Partner with the intent to hold the loan receivables only for a short period of time before we can transfer the loan receivables to a Bank Partner following its adoption of a new credit policy. Our objective is to hold these receivables only until we have enough experience with the particular products or industry verticals for our Bank Partners to purchase the receivables. However, there is no assurance that our Bank Partners will expand their underwriting criteria and purchase the receivables underlying these loans and, during the period that we own the receivables, we bear the entire credit risk in the event that the borrowers default. In addition, we are obligated to purchase from our Bank Partners the receivables underlying any loans that were approved in error or otherwise involved customer or merchant fraud. Our ownership of receivables also requires us to commit or obtain corresponding funding. In addition, non-performance, or even significant underperformance, of the loan receivables held for sale that we own could have a materially adverse effect on our business.

We are subject to certain additional risks in connection with promotional financing offered through the GreenSky program.

Many of the loans originated by our Bank Partners provide promotional financing in the form of low or deferred interest. When a deferred interest loan is paid in full prior to the end of the promotional period (typically six to 24 months), any interest that has been billed on the loan by our Bank Partner to the consumer is reversed, which triggers an obligation on our part to make a payment to the Bank Partner that made the loan in order to fully offset the reversal (each event, a “finance charge reversal” or “FCR”). We record a finance charge reversal liability on our balance sheet for interest billed during the promotional period that is expected to be reversed prior to the end of such period. As of December 31, 2017, this liability totaled $94.1 million, up from $68.1 million as of December 31, 2016. See Notes 1 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus. If the rate at which deferred interest loans are paid in full prior to the end of the promotional period increases, resulting in increased payments by us to our Bank Partners, it would adversely affect our business.

Further, deferred interest loans are subject to enhanced regulatory scrutiny as a result of abusive marketing practices by some lenders, and the CFPB has initiated enforcement actions against both lenders and servicers alleging that they have engaged in unfair, deceptive or abusive acts or practices because of lack of clarity in disclosures with respect to such loans. Such scrutiny could reduce the attractiveness to consumers of deferred interest loans or result in a general unwillingness on the part of our Bank Partners to make deferred interest loans. A reduction of deferred interest loans would adversely affect our business.

The loss of the services of our senior management could adversely affect our business.

The experience of our senior management, including, in particular, David Zalik, our Chief Executive Officer, is a valuable asset to us. Our management team has significant experience in the consumer loan business and would be difficult to replace. Competition for senior executives in our industry is intense, and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business. We do not maintain key life insurance policies relating to our senior management.

Our vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or regulatory requirements or to provide various services that are important to our operations could have an adverse effect on our business.

We have significant vendors that, among other things, provide us with financial, technology and other services to support our loan servicing and other activities, including, for example, credit ratings and reporting, cloud-based data storage and other IT solutions, and payment processing. The CFPB has issued guidance stating that institutions under its supervision may be held responsible for the actions of the companies with which they contract. Accordingly, we could be adversely impacted to the extent our vendors fail to comply with the legal requirements applicable to the particular products or services being offered.

In some cases, third-party vendors are the sole source, or one of a limited number of sources, of the services they provide to us. Most of our vendor agreements are terminable on little or no notice, and if our current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms (or at all). For example, we currently utilize a single third-party transaction processor, Comdata Network, Inc. (“Comdata”). If Comdata were to stop providing transaction processing services to us on acceptable terms, we would need to procure alternative transaction processing services from another third-party transaction processor in a timely and efficient manner and on acceptable terms. If any third-party vendor fails to provide the services we require, fails to meet contractual requirements (including compliance with applicable laws and regulations), fails to maintain adequate data privacy and electronic security systems, or suffers a cyber-attack or other security breach, we could be subject to CFPB, FTC and other regulatory enforcement actions and

suffer economic and reputational harm that could have a material adverse effect on our business. Further, we may incur significant costs to resolve any such disruptions in service, which could adversely affect our business.

Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.

Our business is subject to increased risks of litigation and regulatory actions as a result of a number of factors and from various sources, including as a result of the highly regulated nature of the financial services industry and the focus of state and federal enforcement agencies on the financial services industry.

In the ordinary course of business, we have been named as a defendant in various legal actions, including arbitrations, class actions and other litigation. Generally, this litigation arises from the dissatisfaction of a consumer with the products or services of a merchant; some of this litigation, however, has arisen from other matters, including claims of discrimination, credit reporting and collection practices. Certain of those actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. From time to time, we also are involved in, or the subject of, reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators and the CFPB, regarding our business activities and our qualifications to conduct our business in certain jurisdictions, which could subject us to significant fines, penalties, obligations to change our business practices and other requirements resulting in increased expenses and diminished earnings. Our involvement in any such matter also could cause significant harm to our reputation and divert management attention from the operation of our business, even if the matters are ultimately determined in our favor. We have in the past chosen to settle (and may in the future choose to settle) certain matters in order to avoid the time and expense of contesting them. Although none of the settlements has been material to our business, there is no assurance that, in the future, such settlements will not have a material adverse effect on our business. Moreover, any settlement, or any consent order or adverse judgment in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same activities.

In addition, a number of participants in the consumer finance industry have been the subject of putative class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices; violations of state licensing and lending laws, including state usury laws; actions alleging discrimination on the basis of race, ethnicity, gender or other prohibited bases; and allegations of noncompliance with various state and federal laws and regulations relating to originating and servicing consumer finance loans. The current regulatory environment, increased regulatory compliance efforts and enhanced regulatory enforcement have resulted in significant operational and compliance costs and may prevent us from providing certain products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes subject to the jurisdiction of the CFPB may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities.

We contest our liability and the amount of damages, as appropriate, in each pending matter. The outcome of pending and future matters could be material to our results of operations, financial condition and cash flows, and could materially adversely affect our business.

In addition, from time to time, through our operational and compliance controls, we identify compliance issues that require us to make operational changes and, depending on the nature of the

issue, result in financial remediation to impacted customers. These self-identified issues and voluntary remediation payments could be significant, depending on the issue and the number of customers impacted, and also could generate litigation or regulatory investigations that subject us to additional risk.

See “—Risks Related to Our Regulatory Environment.”

Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting “disparate impact” claims.

Antidiscrimination statutes, such as the Equal Credit Opportunity Act (the “ECOA”), prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including the U.S. Department of Justice (“DOJ”) and CFPB, take the position that these laws prohibit not only intentional discrimination, but also neutral practices that have a “disparate impact” on a group and that are not justified by a business necessity.

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. To the extent that the “disparate impact” theory continues to apply, we may face significant administrative burdens in attempting to identify and eliminate neutral practices that do have “disparate impact.” The ability to identify and eliminate neutral practices that have “disparate impact” is complicated by the fact that often it is our merchants, over which we have limited control, that implement our practices. In addition, we face the risk that one or more of the variables included in the GreenSky program’s loan decisioning model may be invalidated under the disparate impact test, which would require us to revise the loan decisioning model in a manner that might generate lower approval rates or higher credit losses.

In addition to reputational harm, violations of the ECOA can result in actual damages, punitive damages, injunctive or equitable relief, attorneys’ fees and civil money penalties.

Fraudulent activity could negatively impact our business and could cause our Bank Partners to be less willing to originate loans as part of the GreenSky program.

Fraud is prevalent in the financial services industry and is likely to increase as perpetrators become more sophisticated. We are subject to the risk of fraudulent activity associated with our merchants, their customers and third parties handling customer information. Our resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent fraud. The level of our fraud charge-offs could increase and our results of operations could be materially adversely affected if fraudulent activity were to significantly increase. High profile fraudulent activity also could negatively impact our brand and reputation, which could negatively impact the use of our services and products. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and also negatively impact our business.

Cyber-attacks and other security breaches could have an adverse effect on our business.

In the normal course of our business, we collect, process and retain sensitive and confidential information regarding our Bank Partners, our merchants and consumers. We also have arrangements in place with certain of our third-party service providers that require us to share consumer information. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of our Bank Partners, merchants and third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, and other similar events. We, our Bank Partners, our merchants and our third-party service providers have experienced all of these events in the past and expect to continue to experience them in the future. We also face security threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in significant legal and financial exposure,

supervisory liability, damage to our reputation and a loss of confidence in the security of our systems, products and services. Although the impact to date from these events has not had a material adverse effect on us, no assurance is given that this will be the case in the future.

Information security risks in the financial services industry have increased recently, in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks and other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless, early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect the existence of a security breach related to the information of our Bank Partners, merchants and consumers that we retain as part of our business and may be unable to prevent unauthorized access to that information.

We also face risks related to cyber-attacks and other security breaches that typically involve the transmission of sensitive information regarding borrowers through various third parties, including our Bank Partners, our merchants and data processors. Some of these parties have in the past been the target of security breaches and cyber-attacks. Because we do not control these third parties or oversee the security of their systems, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. While we regularly conduct security assessments of significant third-party service providers, no assurance is given that our third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding GreenSky program customers or our own proprietary information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business. In addition, there recently have been a number of well-publicized attacks or breaches affecting companies in the financial services industry that have heightened concern by consumers, which could also intensify regulatory focus, cause users to lose trust in the security of the industry in general and result in reduced use of our services and increased costs, all of which could also have a material adverse effect on our business.

Disruptions in the operation of our computer systems and third-party data centers could have an adverse effect on our business.

Our ability to deliver products and services to our Bank Partners and merchants, service loans made by our Bank Partners and otherwise operate our business and comply with applicable laws depends on the efficient and uninterrupted operation of our computer systems and third-party data centers, as well as those of our Bank Partners, merchants and third-party service providers.

These computer systems and third-party data centers may encounter service interruptions at any time due to system or software failure, natural disasters, severe weather conditions, health pandemics, terrorist attacks, cyber-attacks or other events. Any of such catastrophes could have a negative effect on our business and technology infrastructure (including our computer network systems), on our Bank Partners and merchants and on consumers. Catastrophic events also could prevent or make it more difficult for customers to travel to our merchants’ locations to shop, thereby negatively impacting consumer spending in the affected regions (or in severe cases, nationally), and could interrupt or disable local or national communications networks, including the payment systems

network, which could prevent customers from making purchases or payments (temporarily or over an extended period). These events also could impair the ability of third parties to provide critical services to us. All of these adverse effects of catastrophic events could result in a decrease in the use of our solution and payments to us, which could have a material adverse effect on our business.

In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may cause service interruptions, transaction processing errors or system conversion delays and may cause us to fail to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable to the consumer financial services industry will continue to emerge and that these new technologies and business processes may be better than those we currently use. There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain and/or improve current technology and business processes could cause disruptions in our operations or cause our solution to be less competitive, all of which could have a material adverse effect on our business.

If the credit decisioning and scoring models we use contain errors or are otherwise ineffective, our reputation and relationships with our Bank Partners, our merchants and consumers could be harmed.

Our ability to attract consumers to the GreenSky program, and to build trust in the consumer loan products offered through the GreenSky program, is significantly dependent on our ability to effectively evaluate a consumer’s credit profile and likelihood of default in accordance with our Bank Partners’ underwriting policies. To conduct this evaluation, we use proprietary credit decisioning and scoring models. If any of the credit decisioning and scoring models we use contains programming or other errors, is ineffective or the data provided by consumers or third parties is incorrect or stale, or if we are unable to obtain accurate data from consumers or third parties (such as credit reporting agencies), our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans and possibly our having to repurchase the loan. This could damage our reputation and relationships with consumers, our Bank Partners and our merchants, which could have a material adverse effect on our business.

We depend on the accuracy and completeness of information about customers of our merchants, and any misrepresented information could adversely affect our business.

In evaluating loan applicants, we rely on information furnished to us by or on behalf of customers of our merchants, including credit, identification, employment and other relevant information. Some of the information regarding customers provided to us is used in our proprietary credit decisioning and scoring models, which we use to determine whether an application meets the applicable underwriting criteria. We rely on the accuracy and completeness of that information.

Not all customer information is independently verified. As a result, we rely on the accuracy and completeness of the information we are provided by consumers. If any of the information that is considered in the loan review process is inaccurate, whether intentional or not, and such inaccuracy is not detected prior to loan funding, the loan may have a greater risk of default than expected. Additionally, there is a risk that, following the date of the credit report that we obtain and review, a customer may have defaulted on, or become delinquent in the payment of, a pre-existing debt obligation, taken on additional debt, lost his or her job or other sources of income, or experienced other adverse financial events. Where an inaccuracy constitutes fraud or otherwise causes us to incorrectly conclude that a loan meets the applicable underwriting criteria, we generally bear the risk of loss associated with the inaccuracy. Any significant increase in inaccuracies or resulting increases in losses would adversely affect our business.

We rely extensively on models in managing many aspects of our business. Any inaccuracies or errors in our models could have an adverse effect on our business .

In assisting our Bank Partners and merchants with the design of the products that are offered on our platform, we make assumptions about various matters, including repayment timing and default rates, and then utilize our proprietary modeling to analyze and forecast the performance and profitability of the products. Our assumptions may be inaccurate and our models may not be as predictive as expected for many reasons, including that they often involve matters that are inherently difficult to predict and beyond our control (e.g., macroeconomic conditions) and that they often involve complex interactions between a number of dependent and independent variables and factors. Any significant inaccuracies or errors in our assumptions could impact the profitability of the products to our Bank Partners, as well as the profitability of our business, could result in our underestimating potential FCRs.

If assumptions or estimates we use in preparing our financial statements are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.

We are required to make various assumptions and estimates in preparing our financial statements under GAAP, including for purposes of determining finance charge reversals, share-based compensation, asset impairment, reserves related to litigation and other legal matters, and other regulatory exposures and the amounts recorded for certain contractual payments to be paid to, or received from, our merchants and others under contractual arrangements. In addition, significant assumptions and estimates are involved in determining certain disclosures required under GAAP, including those involving fair value measurements. If the assumptions or estimates underlying our financial statements are incorrect, the actual amounts realized on transactions and balances subject to those estimates will be different, which could have a material adverse effect on our business. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see Notes 1, 3 and 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

The consumer finance and payments industry is highly competitive and is likely to become more competitive, and our inability to compete successfully or maintain or improve our market share and margins could adversely affect our business.

Our success depends on our ability to generate usage of the GreenSky program. The consumer financial services industry is highly competitive and increasingly dynamic as emerging technologies continue to enter the marketplace. Technological advances and heightened e-commerce activities have increased consumers’ accessibility to products and services, which has intensified the desirability of offering loans to consumers through digital-based solutions. In addition, because many of our competitors are large financial institutions that own the loans that they originate, they have certain revenue opportunities not available to us. We face competition in areas such as compliance capabilities, financing terms, promotional offerings, fees, approval rates, speed and simplicity of loan origination, ease-of-use, marketing expertise, service levels, products and services, technological capabilities and integration, customer service, brand and reputation. Many of our competitors are substantially larger than we are, which may give those competitors advantages we do not have, such as a more diversified product and customer base, the ability to reach more customers and potential customers, operational efficiencies, more versatile technology platforms, broad-based local distribution capabilities, and lower-cost funding. Commercial banks and savings institutions also may have significantly greater access to consumers given their deposit-taking and other services. In addition, because many of our competitors are large financial institutions that own the loans that they originate, they also have certain revenue opportunities not available to us.

Our existing and potential competitors may decide to modify their pricing and business models to compete more directly with our model. Any reduction in usage of the GreenSky program, or a reduction in the lifetime profitability of loans under the GreenSky program in an effort to attract or

retain business, could reduce our revenues and earnings. If we are unable to compete effectively for merchants and customer usage, our business could be materially adversely affected.

Our revenue is impacted, to a significant extent, by the general economy and the financial performance of our merchants.

Our business, the consumer financial services industry and our merchants’ businesses are sensitive to macroeconomic conditions. Economic factors such as interest rates, changes in monetary and related policies, market volatility, consumer confidence and unemployment rates are among the most significant factors that impact consumer spending behavior. Weak economic conditions or a significant deterioration in economic conditions reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the willingness of qualified borrowers to take out loans. Such conditions are also likely to affect the ability and willingness of borrowers to pay amounts owed to our Bank Partners, each of which would have a material adverse effect on our business.

The generation of new loans through the GreenSky program, and the transaction fees and other fee income to us associated with such loans, is dependent upon sales of products and services by our merchants. Our merchants’ sales may decrease or fail to increase as a result of factors outside of their control, such as the macroeconomic conditions referenced above, or business conditions affecting a particular merchant, industry vertical or region. Weak economic conditions also could extend the length of our merchants’ sales cycle and cause customers to delay making (or not make) purchases of our merchants’ products and services. The decline of sales by our merchants for any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income for us. This risk is particularly acute with respect to our largest merchants that account for a significant amount of our platform revenue.

In addition, if a merchant closes some or all of its locations or becomes subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy proceeding), GreenSky program borrowers may have less incentive to pay their outstanding balances to our Bank Partners, which could result in higher charge-off rates than anticipated. Moreover, if the financial condition of a merchant deteriorates significantly or a merchant becomes subject to a bankruptcy proceeding, we may not be able to recover amounts due to us from the merchant.

Because our business is heavily concentrated on consumer lending and payments in the U.S. home improvement industry, our results are more susceptible to fluctuations in that market than the results of a more diversified company would be.

Even though we recently expanded into the elective healthcare industry vertical and may continue expanding our services into other industry verticals, our business currently is heavily concentrated on consumer lending in the home improvement industry. As a result, we are more susceptible to fluctuations and risks particular to U.S. consumer credit, real estate and home improvements than a more diversified company would be as well as to factors that may drive the demand for home improvements, such as sales levels of existing homes and the aging of housing stock. We also are more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit, the specific consumer credit products that our Bank Partners offer (including promotional financing), real estate and home improvements. Our business concentration could have an adverse effect on our business.

We are, and intend in the future to continue, expanding into new industry verticals, including elective healthcare, and our failure to comply with applicable regulations, or accurately predict demand or growth, in those new industries could have an adverse effect on our business.

We recently expanded into the elective healthcare industry vertical, which involves consumer financing for elective medical procedures and products. Elective healthcare providers include

doctors’ and dentists’ offices, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We make no assurance that we will achieve similar levels of success, if any, in this industry vertical, or that we will not face unanticipated challenges in our ability to offer our program in this industry vertical. In addition, the elective healthcare industry vertical is highly regulated and we, our merchants and our Bank Partners, as applicable, will be subject to significant additional regulatory requirements, including various healthcare and privacy laws. We have limited experience in managing these risks and the compliance requirements attendant to these additional regulatory requirements. See “—Risks Related to Our Regulatory Environment—The increased scrutiny of third-party medical financing by governmental agencies may lead to increased regulatory burdens and adversely affect our consolidated revenue or results of operations.” The costs of compliance and any failure by us, our merchants or our Bank Partners, as applicable, to comply with such regulatory requirements could have a material adverse effect on our business.

We may in the future further expand into other industry verticals. There is no assurance that we will be able to successfully develop consumer financing products and services for these new industries. Our investment of resources to develop consumer financing products and services for the new industries we enter may either be insufficient or result in expenses that are excessive in light of loans actually originated by our Bank Partners in those industries. Additionally, industry participants, including our merchants, their customers and our Bank Partners, may not be receptive to our solution in these new industries. The borrower profile of consumers in new verticals may not be as attractive, in terms of average FICO scores or other attributes, as in our current verticals, which may lead to higher levels of delinquencies or defaults than we have historically experienced. Industries change rapidly, and we make no assurance that we will be able to accurately forecast demand (or the lack thereof) for our solution or that those industries will grow. Failure to predict demand or growth accurately in new industries could have a materially adverse impact on our business.

Our business would suffer if we fail to attract and retain highly skilled employees.

Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, particularly information technology and sales. Trained and experienced personnel are in high demand and may be in short supply. Many of the companies with which we compete for experienced employees have greater resources than we do and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors that may seek to recruit them. We may not be able to attract, develop and maintain the skilled workforce necessary to operate our business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel.

The Credit Agreement that governs our term loan and revolving loan facility contains various covenants that could limit our ability to engage in activities that may be in our best long-term interests.

We have a term loan and revolving loan facility that we may draw on to finance our operations and for other corporate purposes. The Credit Agreement contains operating covenants, including customary limitations on the incurrence of certain indebtedness and liens, restrictions on certain intercompany transactions and limitations on dividends and stock repurchases. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the Credit Agreement and any future financial agreements into which we may enter. If we default on our credit obligations, our lenders may require repayment of any outstanding debt and terminate the Credit Agreement.

If any of these events occurs, our ability to fund our operations could be seriously harmed. If not waived, defaults could cause any outstanding indebtedness under our Credit Agreement and any future financing agreements that we may enter into to become immediately due and payable.

For more information on our term loan and revolving loan facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and Note 7 to the consolidated financial statements of GS Holdings included in this prospectus.

We may be unable to sufficiently protect our proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties.

We rely on a combination of trademarks, service marks, copyrights, trade secrets, domain names and agreements with employees and third parties to protect our proprietary rights. In 2014, we submitted a patent application relating to our mobile application process and credit decisioning model, which application is currently pending. There is no assurance that our patent application will be granted. We have trademark and service mark registrations and pending applications for additional registrations in the United States. We also own the domain name rights for greensky.com, as well as other words and phrases important to our business. Nonetheless, third parties may challenge, invalidate or circumvent our intellectual property, and our intellectual property may not be sufficient to provide us with a competitive advantage.

Despite our efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of our technology and processes. Our competitors and other third parties independently may design around or develop similar technology or otherwise duplicate our services or products such that we could not assert our intellectual property rights against them. In addition, our contractual arrangements may not effectively prevent disclosure of our intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or infringement of our intellectual property or proprietary information and the resulting loss of competitive advantage, and we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not be successful.

We also may encounter disputes from time to time concerning intellectual property rights of others, and we may not prevail in these disputes. Third parties may raise claims against us alleging that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause us to spend significant amounts to defend the claim, even if we ultimately prevail, pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses.

Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as ours. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant.

Our risk management processes and procedures may not be effective.

Our risk management processes and procedures seek to appropriately balance risk and return and mitigate our risks. We have established processes and procedures intended to identify,

measure, monitor and control the types of risk to which we and our Bank Partners are subject, including credit risk, market risk, liquidity risk, strategic risk and operational risk. Credit risk is the risk of loss that arises when an obligor fails to meet the terms of an obligation. While our exposure to the direct economic cost of consumer credit risk is limited because, with the exception of R&D Receivables and other loans for which we purchase the receivables, we do not hold the loans or the receivables underlying the loans that our Bank Partners originate, we are exposed to consumer credit risk in the form of both our finance charge reversal liability and our limited escrow requirement, as well as our ability to maintain relationships with our existing Bank Partners and recruit new bank partners. Market risk is the risk of loss due to changes in external market factors such as interest rates. Liquidity risk is the risk that financial condition or overall safety and soundness are adversely affected by an inability, or perceived inability, to meet obligations and support business growth. Strategic risk is the risk from changes in the business environment, improper implementation of decisions or inadequate responsiveness to changes in the business environment. Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (e.g., natural disasters), compliance, reputational or legal matters and includes those risks as they relate directly to us as well as to third parties with whom we contract or otherwise do business.

Management of our risks depends, in part, upon the use of analytical and forecasting models. If these models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other risks may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There also may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business.

Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

Aspects of our platform include software covered by open source licenses. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our platform. If portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and loan products. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated and could adversely affect our business.

To the extent that we seek to grow through future acquisitions, or other strategic investments or alliances, we may not be able to do so effectively.

We may in the future seek to grow our business by exploring potential acquisitions or other strategic investments or alliances. We may not be successful in identifying businesses or opportunities that meet our acquisition or expansion criteria. In addition, even if a potential acquisition target or other strategic investment is identified, we may not be successful in completing such acquisition or integrating such new business or other investment. We may face significant competition for acquisition and other strategic investment opportunities from other well-capitalized companies, many of which have greater financial resources and greater access to debt and equity capital to secure and complete acquisitions or other strategic investments, than we do. As a result

of such competition, we may be unable to acquire certain assets or businesses, or take advantage of other strategic investment opportunities that we deem attractive; the purchase price for a given strategic opportunity may be significantly elevated; or certain other terms or circumstances may be substantially more onerous. Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate any such acquisition, or other strategic investment, opportunity could impede our growth.

There is no assurance that we will be able to manage our expanding operations effectively or that we will be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses. Furthermore, we may be responsible for any legacy liabilities of businesses we acquire or be subject to additional liability in connection with other strategic investments. The existence or amount of these liabilities may not be known at the time of acquisition, or other strategic investment, and may have a material adverse effect on our business.

The effect of comprehensive U.S. tax reform legislation or challenges to our tax positions could adversely affect our business.

We operate in multiple jurisdictions and are subject to tax laws and regulations of the United States federal, state and local governments. United States federal, state and local tax laws and regulations are complex and subject to varying interpretations. There is no assurance that our tax positions will not be successfully challenged by relevant tax authorities.

In addition, on December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, and shifts the United States toward a more territorial tax system. While our analysis of the Tax Act’s impact on our cash tax liability and financial condition has not identified any overall material adverse effect, we are still evaluating the effects of the Tax Act on us and there are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions in the Tax Act. In the absence of guidance on these issues, we will use what we believe are reasonable interpretations and assumptions in interpreting and applying the Tax Act for purposes of determining our cash tax liabilities and results of operations, which may change as we receive additional clarification and implementation guidance and as the interpretation of the Tax Act evolves over time. It is possible that the Internal Revenue Service (“IRS”) could issue subsequent guidance or take positions on audit that differ from the interpretations and assumptions that we previously made, which could have a material adverse effect on our cash tax liabilities, results of operations and financial condition, or an indirect effect on our business through its impact on our Bank Partners, merchants and consumers. You are urged to consult your tax adviser regarding the implications of the Tax Act.

Future changes in financial accounting standards may significantly change our reported results of operations.

GAAP is subject to standard setting or interpretation by the Financial Accounting Standards Board (“FASB”), the PCAOB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including revenue recognition, finance charge reversals, and share-based compensation are highly complex and involve subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by us (i) could require us to make changes to our accounting systems that could increase our operating costs and (ii) could significantly change our reported or expected financial performance.

Risks Related to Our Regulatory Environment

We are subject to federal and state consumer protection laws.

In connection with our administration of the GreenSky program, we must comply with various regulatory regimes, including those applicable to consumer credit transactions, various aspects of which are untested as applied to our business model. The laws to which we are or may be subject include:

	•		state laws and regulations that impose requirements related to loan disclosures and terms, credit discrimination, credit reporting, money transmission, debt servicing and collection and unfair or deceptive business practices;
	•		the Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms and conditions of their loans and credit transactions;
	•		Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) in connection with any consumer financial product or service;
	•		the ECOA and Regulation B promulgated thereunder, which prohibit creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the Federal Consumer Credit Protection Act or any applicable state law;
	•		the Fair Credit Reporting Act (the “FCRA”), as amended by the Fair and Accurate Credit Transactions Act, which promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies;
	•		the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act, as well as state debt collection laws, all of which provide guidelines and limitations concerning the conduct of third-party debt collectors in connection with the collection of consumer debts;
	•		the Gramm-Leach-Bliley Act (the “GLBA”), which includes limitations on disclosure of nonpublic personal information by financial institutions about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and requires financial institutions to disclose certain privacy policies and practices with respect to information sharing with affiliated and nonaffiliated entities as well as to safeguard personal customer information, and other privacy laws and regulations;
	•		the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection;
	•		the Servicemembers Civil Relief Act (the “SCRA”), which allows active duty military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties;
	•		the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide disclosure requirements, guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts;
	•		the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures; and
	•		the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence and record-keeping policies and procedures.

While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that our compliance policies and procedures will be effective. Failure to comply with these laws and with regulatory requirements applicable to our

business could subject us to damages, revocation of licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our business.

Our industry is highly regulated and is undergoing regulatory transformation, which has created inherent uncertainty. Changing federal, state and local laws, as well as changing regulatory enforcement policies and priorities, may negatively impact our business.

In connection with our administration of the GreenSky program, we are subject to extensive regulation, supervision and examination under United States federal and state laws and regulations. We are required to comply with numerous federal, state and local laws and regulations that regulate, among other things, the manner in which we administer the GreenSky program, the terms of the loans that our Bank Partners originate and the fees that we may charge. A material or continued failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and/or damage our reputation, which could materially adversely affect our business. Regulators, including the CFPB, have broad discretion with respect to the interpretation, implementation and enforcement of these laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediations, increased compliance costs, and limits or prohibitions on our ability to offer certain products and services or to engage in certain activities. In addition, to the extent that we undertake actions requiring regulatory approval or non-objection, regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business. Moreover, some of our competitors are subject to different, and in some cases less restrictive, legislative and regulatory regimes, which may have the effect of providing them with a competitive advantage over us.

Additionally, federal, state and local governments and regulatory agencies have proposed or enacted numerous new laws, regulations and rules related to personal loans. Federal and state regulators also are enforcing existing laws, regulations and rules more aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. Consumer finance regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on our ability to operate as we currently intend.

These regulatory changes and uncertainties make our business planning more difficult and could result in changes to our business model and potentially adversely impact our results of operations. New laws or regulations also require us to incur significant expenses to ensure compliance. As compared to our competitors, we could be subject to more stringent state or local regulations or could incur marginally greater compliance costs as a result of regulatory changes. In addition, our failure to comply (or to ensure that our agents and third-party service providers comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which could include: revocation of licenses; fines and other monetary penalties; civil and criminal liability; substantially reduced payments by borrowers; modification of the original terms of loans, permanent forgiveness of debt, or inability to, directly or indirectly, collect all or a part of the principal of or interest on loans; and increased purchases of receivables underlying loans originated by our Bank Partners and indemnification claims.

Proposals to change the statutes affecting financial services companies are frequently introduced in Congress and state legislatures that, if enacted, may affect our operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment. We cannot determine with any degree of certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon our business.

With respect to state regulation, although we seek to comply with applicable state loan, loan broker, loan originator, servicing, debt collection, money transmitter and similar statutes in all U.S. jurisdictions, and with licensing and other requirements that we believe may be applicable to us, if we are found to not have complied with applicable laws, we could lose one or more of our licenses

or authorizations or face other sanctions or penalties or be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on our ability to make the GreenSky program available to borrowers in particular states and, thus, adversely impact our business.

We also are subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, customer remediations and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices.

New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to our business, or our reexamination of our current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices or alter our relationships with GreenSky program customers, affect retention of our key personnel, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes also may require us to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect our business.

The highly regulated environment in which our Bank Partners operate could have an adverse effect on our business.

Our Bank Partners are subject to federal and state supervision and regulation. Federal regulation of the banking industry, along with tax and accounting laws, regulations, rules and standards, may limit their operations significantly and control the methods by which they conduct business. In addition, compliance with laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance requirements. For example, the Dodd-Frank Act imposes significant regulatory and compliance changes on financial institutions. Regulatory requirements affect our Bank Partners’ lending practices and investment practices, among other aspects of their businesses, and restrict transactions between us and our Bank Partners. These requirements may constrain the operations of our Bank Partners, and the adoption of new laws and changes to, or repeal of, existing laws may have a further impact on our business.

In choosing whether and how to conduct business with us, current and prospective Bank Partners can be expected to take into account the legal, regulatory and supervisory regime that applies to them, including potential changes in the application or interpretation of regulatory standards, licensing requirements or supervisory expectations. Regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, certain risk management or other operational practices for financial services companies in a manner that impacts our Bank Partners. Furthermore, the regulatory agencies have extremely broad discretion in their interpretation of the regulations and laws and their interpretation of the quality of our Bank Partners’ loan portfolios and other assets. If any regulatory agency’s assessment of the quality of our Bank Partners’ assets, operations, lending practices, investment practices or other aspects of their business changes, it may materially reduce our Bank Partners’ earnings, capital ratios and share price in such a way that affects our business.

Bank holding companies and financial institutions are extensively regulated and currently face an uncertain regulatory environment. Applicable state and federal laws, regulations, interpretations, including licensing laws and regulations, enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. We cannot predict with any degree of certainty the substance or effect of pending or future legislation or regulation or the application of laws and regulations to our Bank Partners. Future changes may have a material adverse effect on our Bank Partners and, therefore, on us.

We are subject to regulatory examinations and investigations and may incur fines, penalties and increased costs that could negatively impact our business.

Federal and state agencies have broad enforcement powers over us, including powers to investigate our business practices and broad discretion to deem particular practices unfair, deceptive, abusive or otherwise not in accordance with the law. The continued focus of regulators on the consumer financial services industry has resulted, and could continue to result, in new enforcement actions that could, directly or indirectly, affect the manner in which we conduct our business and increase the costs of defending and settling any such matters, which could negatively impact our business. In some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body. We have in the past chosen to settle certain matters in order to avoid the time and expense of contesting them. There is no assurance that any future settlements will not have a material adverse effect on our business.

In addition, the laws and regulations applicable to us are subject to administrative or judicial interpretation. Some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. As a result of infrequent or sparse interpretations, ambiguities in these laws and regulations may create uncertainty with respect to what type of conduct is permitted or restricted under such laws and regulations. Any ambiguity under a law or regulation to which we are subject may lead to regulatory investigations, governmental enforcement actions and private causes of action, such as class action lawsuits, with respect to our compliance with such laws or regulations.

The CFPB is a relatively new agency, and there continues to be uncertainty as to how its actions will impact our business; the agency’s actions have had, and may continue to have, an adverse impact on our business.

The CFPB has broad authority over the businesses in which we engage. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority and to remediate violations of numerous consumer protection laws in a variety of ways, including collecting civil money penalties and fines and providing for customer restitution. The CFPB is charged, in part, with enforcing certain federal laws involving consumer financial products and services and is empowered with examination, enforcement and rulemaking authority. The CFPB has taken an active role in regulating lending markets. For example, the CFPB sends examiners to banks and other financial institutions that service and/or originate consumer loans to determine compliance with applicable federal consumer financial laws and to assess whether consumers’ interests are protected. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including those included in the GreenSky program.

There continues to be uncertainty as to how the CFPB’s strategies and priorities will impact our business and our results of operations going forward. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive or restricting our ability to offer them. Although we have committed significant resources to enhancing our compliance programs, changes by the CFPB in regulatory expectations, interpretations or practices could increase the risk of additional enforcement actions, fines and penalties.

In March 2015, the CFPB issued a report scrutinizing pre-dispute arbitration clauses and, in May 2016, it published a proposed rule that would substantially curtail our ability to enter into voluntary pre-dispute arbitration clauses with consumers. In July 2017, the CFPB issued a final rule banning bars on class action arbitration (but not arbitration generally). Pre-dispute arbitration clauses currently are contained in all of the loan agreements processed through the GreenSky program. The new rule was subsequently challenged in Congress and, on November 1, 2017, President Trump approved a resolution repealing the rule. In the future, if a similar rule were to

become effective, we expect that our exposure to class action arbitration would increase significantly, which could have a material adverse effect on our business.

On January 16, 2018, a CFPB rule commonly referred to as the “Payday Loan Rule” became effective. Most of the substantive provisions of the rule require compliance by August 19, 2019. Resolutions are pending in Congress to cancel the rule through the Congressional Review Act. While the rule does not appear to be targeted at businesses like ours, some of its provisions are broad and potentially could be triggered by the promotional loans that our Bank Partners extend that require increases in payments at specified points in time. We are continuing to review the implications of the rule. We currently believe that the promotional loan products can be structured in a manner that does not implicate the rule in any meaningful respect, but we have not yet finalized any plans for responding to the rule.

Future actions by the CFPB (or other regulators) against us or our competitors that discourage the use of our or their services could result in reputational harm and adversely affect our business. If the CFPB changes regulations that were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or modifies through supervision or enforcement past regulatory guidance or interprets existing regulations in a different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our compliance costs and litigation exposure could increase materially. If future regulatory or legislative restrictions or prohibitions are imposed that affect our ability to offer promotional financing for certain of our products or that require us to make significant changes to our business practices, and if we are unable to develop compliant alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse effect on our business.

The Dodd-Frank Act generally permits state officials to enforce regulations issued by the CFPB and to enforce its general prohibition against unfair, deceptive or abusive practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs and reduce our ability to offer the same products and services to consumers nationwide, and we may be subject to a higher risk of state enforcement actions.

The contours of the Dodd-Frank UDAAP standard are still uncertain and there is a risk that certain features of the GreenSky program loans could be deemed to violate the UDAAP standard.

The Dodd-Frank Act prohibits “Unfair, Deceptive, or Abusive Acts or Practices” (“UDAAP”) and authorizes the CFPB to enforce that prohibition. The CFPB has filed a large number of UDAAP enforcement actions against consumer lenders for practices that do not appear to violate other consumer finance statutes. There is a risk that the CFPB could determine that certain features of the GreenSky program loans are unfair, deceptive or abusive. The CFPB has filed actions alleging that deferred interest programs can be unfair, deceptive or abusive if lenders do not adequately disclose the terms of the deferred interest loans.

On June 2, 2016, the CFPB issued proposed rules that would impose numerous restrictions on certain “high-cost installment loans.” It is not clear if or when the CFPB will publish the final version of these rules, or what their content will be. Among other things, the proposed rules would impose various obligations to determine a consumer’s ability to repay a consumer loan. It is possible that the final rules, if enacted, could impact the GreenSky program. It is also possible that, depending on the form of the final rules, changes would be necessary to the GreenSky program, which changes could have a material adverse effect on the revenue that we derive from certain loans made by our Bank Partners, including transaction fee revenue, in particular.

Our use of third-party vendors and our other ongoing third-party business relationships is subject to increasing regulatory requirements and attention.

We regularly use third-party vendors and subcontractors as part of our business. We also depend on our substantial ongoing business relationships with our Bank Partners, merchants and other third parties. These types of third-party relationships, particularly with our Bank Partners, are subject to increasingly demanding regulatory requirements and oversight by federal bank regulators (such as the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation) and the CFPB. The CFPB has enforcement authority with respect to the conduct of third parties that provide services to financial institutions. The CFPB has made it clear that it expects non-bank entities to maintain an effective process for managing risks associated with third-party vendor relationships, including compliance-related risks. In connection with this vendor risk management process, we are expected to perform due diligence reviews of potential vendors, review their policies and procedures and internal training materials to confirm compliance-related focus, include enforceable consequences in contracts with vendors regarding failure to comply with consumer protection requirements, and take prompt action, including terminating the relationship, in the event that vendors fail to meet our expectations.

In certain cases, we may be required to renegotiate our agreements with our vendors and/or our subcontractors to meet these enhanced requirements, which could increase the costs of operating our business. It is expected that regulators will hold us responsible for deficiencies in our oversight and control of third-party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over third-party vendors and subcontractors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines, as well as requirements for customer remediation.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. For example, in connection with our administration of the GreenSky program, we are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA (i) imposes certain limitations on the ability to share consumers’ nonpublic personal information with nonaffiliated third parties and (ii) requires certain disclosures to consumers about their information collection, sharing and security practices and their right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions).

Furthermore, legislators and/or regulators are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. This also could increase our costs of compliance and business operations and could reduce income from certain business initiatives.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect our profitability. Privacy requirements, including notice and opt out requirements, under the GLBA and FCRA are enforced by the FTC and by the CFPB through UDAAP and are a standard component of CFPB examinations. State entities also may initiate actions for alleged violations of privacy or security requirements under state law. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory

investigations and government actions, litigation, fines or sanctions, consumer, Bank Partner or merchant actions and damage to our reputation and brand, all of which could have a material adverse effect on our business.

The increased scrutiny of third-party medical financing by governmental agencies may lead to increased regulatory burdens and may adversely affect our business.

We recently expanded the GreenSky program into the elective healthcare industry vertical, which includes consumer financing for elective medical procedures. Recently, regulators have increased scrutiny of third-party providers of financing for medical procedures that are generally not covered by health insurance. In addition, the CFPB and attorneys general in New York and Minnesota have conducted investigations of alleged abusive lending practices or exploitation regarding third-party medical financing services.

If, in the future, any of our practices in this space were found to be deficient, it could result in fines, penalties or increased regulatory burdens. Additionally, any regulatory inquiry could damage our reputation and limit our ability to conduct operations, which could adversely affect our business. Moreover, the adoption of any law, rule or regulation affecting the industry may also increase our administrative costs, require us to modify our practices to comply with applicable regulations or reduce our ability to participate competitively, which could have a material adverse effect on our business.

In recent years, federal regulators and the United States DOJ have increased their focus on enforcing the SCRA against servicers. Similarly, state legislatures have taken steps to strengthen their own state-specific versions of the SCRA.

The DOJ and federal regulators have entered into significant settlements with a number of loan servicers alleging violations of the SCRA. Some of the settlements have alleged that the servicers did not correctly apply the SCRA’s 6% interest rate cap, while other settlements have alleged, without limitation, that servicers did not comply with the SCRA’s default judgment protections when seeking to collect payment of a debt. Recent settlements indicate that the DOJ and federal regulators broadly interpret the scope of the substantive protections under the SCRA and are moving aggressively to identify instances in which loan servicers have not complied with the SCRA. Recent SCRA-related settlements continue to make this a significant area of scrutiny for both regulatory examinations and public enforcement actions.

In addition, most state legislatures have their own versions of the SCRA. In most instances, these laws extend some or all of the substantive benefits of the federal SCRA to members of the state National Guard who are in state service, but certain states also provide greater substantive protections to National Guard members or individuals who are in federal military service. In recent years, certain states have revised their laws to increase the potential benefits to individuals, and these changes pose additional compliance burdens on our Bank Partners and us as we seek to comply with both the federal and relevant state versions of the SCRA.

No assurance is given that our efforts and those of our Bank Partners to comply with the SCRA will be effective, and our failure to comply could subject us to liability, damages and reputational harm, all of which could have an adverse effect on our business.

Anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.

We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the Patriot Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering and terrorist financing. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or

monetary instruments. No assurance is given that our programs and controls will be effective to ensure compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and our failure to comply with these laws and regulations could subject us to significant sanctions, fines, penalties and reputational harm, all of which could have a material adverse effect on our business.

If we were found to be operating without having obtained necessary state or local licenses, it could adversely affect our business.

Certain states have adopted laws regulating and requiring licensing by parties that engage in certain activity regarding consumer finance transactions, including facilitating and assisting such transactions in certain circumstances. Furthermore, certain states and localities have also adopted laws requiring licensing for consumer debt collection or servicing. While we believe we have obtained all necessary licenses, the application of some consumer finance licensing laws to the GreenSky program is unclear. If we were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, we could be subject to fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties and other penalties or consequences, and the loans originated through the GreenSky program could be rendered void or unenforceable in whole or in part, any of which could have a material adverse effect on our business.

If loans originated through the GreenSky program are found to violate applicable state usury laws or other lending laws, it could adversely affect our business.

Because the loans originated through the GreenSky program are originated by and held by our Bank Partners, under principles of federal preemption the terms and conditions of the loans are not subject to most state consumer finance laws, including state licensing and usury restrictions. If a court, or a state or federal enforcement agency, were to deem GreenSky—rather than our Bank Partners—the “true lender” for loans originated through the GreenSky program, and if for this reason (or any other reason) the loans were deemed subject to and in violation of certain state consumer finance laws, we could be subject to fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), and other penalties or consequences, and the loans could be rendered void or enforceable in whole or in part, any of which could have a material adverse effect on our business.

We have been in the past and may in the future be subject to federal and state regulatory inquiries regarding our business.

We have, from time to time in the normal course of our business, received, and may in the future receive or be subject to, inquiries or investigations by state and federal regulatory agencies and bodies such as the CFPB, state Attorneys General, state financial regulatory agencies, and other state or federal agencies or bodies regarding the GreenSky program, including the origination and servicing of consumer loans, practices by merchants or other third parties, and licensing and registration requirements. For example, we have entered into regulatory agreements with state agencies regarding issues including merchant conduct and oversight and loan pricing and may enter into similar agreements in the future. We have also received inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. Any such inquiries or investigations could involve substantial time and expense to analyze and respond to, could divert management’s attention and other resources from running our business, and could lead to public enforcement actions or lawsuits and fines, penalties, injunctive relief, and the need to obtain additional licenses that we do not currently possess. Our involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation, lead to additional investigations and enforcement actions from other agencies or litigants, and further divert management attention and resources from the

operation of our business. As a result, the outcome of legal and regulatory actions arising out of any state or federal inquiries we receive could be material to our business, results of operations, financial condition and cash flows and could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Our Organizational Structure

We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.

Upon consummation of this offering, we will be a holding company and will have no material assets other than our equity interest in GS Holdings, which has the sole equity interest in GSLLC. We have no independent means of generating revenue or cash flow. We have determined that GS Holdings will be a variable interest entity (“VIE”) and that we will be the primary beneficiary of GS Holdings. Accordingly, pursuant to the VIE accounting model, we will consolidate GS Holdings in our consolidated financial statements. In the event of a change in accounting guidance or amendments to the operating agreement of GS Holdings resulting in us no longer having a controlling interest in GS Holdings, we may not be able to consolidate its results of operations with our own, which would have a material adverse effect on our results of operations.

GS Holdings is treated as a partnership for United States federal income tax purposes, and GSLLC is treated as an entity disregarded as separate from GS Holdings for United States federal income tax purposes. As a result, neither GS Holdings nor GSLLC is subject to United States federal income tax. Instead, taxable income is allocated to the members of GS Holdings, including us. Accordingly, we incur income taxes on our proportionate share of any net taxable income of consolidated GS Holdings. We intend to cause GSLLC to make distributions to GS Holdings and to cause GS Holdings to make distributions to its unit holders in an amount sufficient to cover all applicable taxes payable by such unit holders determined according to assumed rates, payments owing under the Tax Receivable Agreement and dividends, if any, declared by us. The ability of GSLLC to make distributions to GS Holdings, and of GS Holdings to make distributions to us, is limited by their obligations to satisfy their own obligations to their creditors. Further, future and current financing arrangements of GSLLC and GS Holdings contain, and future obligations could contain, negative covenants limiting such distributions. Additionally, our right to receive assets upon the liquidation or reorganization of GS Holdings, or indirectly from GSLLC, will be effectively subordinated to the claims of each entity’s creditors. To the extent that we are recognized as a creditor of GS Holdings or GSLLC, our claims may still be subordinate to any security interest in, or other lien on, its assets and to any of its debt or other obligations that are senior to our claims.

To the extent that we need funds and GSLLC or GS Holdings are restricted from making such distributions under applicable law or regulation, or are otherwise unable to provide such funds, it could materially and adversely affect our liquidity and financial condition. In addition, because tax distributions are based on an assumed tax rate, GS Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that GS Holdings would have paid if it were itself taxed on its net income at the assumed rate.

Funds used by GS Holdings to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions that GS Holdings will be required to make may be substantial and may exceed (as a percentage of GS Holdings’ income) the overall effective tax rate applicable to a similarly situated corporate taxpayer.

We may be required to pay additional taxes as a result of the new partnership audit rules.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships, including entities such as GS Holdings that is taxed as a partnership. Under these rules (which generally are effective for taxable years beginning after December 31, 2017), subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any member’s share thereof) is determined, and taxes, interest, and penalties

attributable thereto, are assessed and collected, at the entity level. Although it is uncertain how these rules will be implemented, it is possible that they could result in GS Holdings being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a member of GS Holdings, could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

Under certain circumstances, GS Holdings may be eligible to make an election to cause members (including us) to take into account the amount of any understatement, including any interest and penalties, in accordance with their interests in GS Holdings in the year under audit. We cannot provide any assurance that GS Holdings will be able to make this election, in which case current members (including us) would economically bear the burden of the understatement even if they had a different percentage interest in GS Holdings during the year under audit, unless, and only to the extent, GS Holdings is able to recover such amounts from current or former impacted members. If the election is made, members would be required to take the adjustment into account in the taxable year in which the adjusted K-1s are issued.

The changes created by these new rules are sweeping and in many respects dependent on the promulgation of future regulations or other guidance by the U.S. Department of the Treasury.

The owners of the Class B common stock, who also are the Continuing LLC Members, control us and their interests may conflict with yours in the future.

Immediately following this offering and the application of net proceeds, the owners of the Class B common stock, who also are the Continuing LLC Members, will control us. Each share of our Class B common stock will initially entitle its holders to ten votes on all matters presented to our stockholders generally. Once the collective holdings of those owners in the aggregate are less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by our stockholders. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

Immediately following this offering and the application of net proceeds, the owners of the Class B common stock will own approximately % of the combined voting power of our Class A and Class B common stock (or % if the underwriters’ option is exercised in full). Accordingly, those owners, if voting in the same manner, will be able to control the election and removal of our directors and thereby determine our corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of our certificate of incorporation and bylaws and other significant corporate transactions for so long as they retain significant ownership of us. This concentration of ownership may delay or deter possible changes in control of our Company, which may reduce the value of an investment in our common stock. So long as they continue to own a significant amount of our combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

In addition, immediately following this offering and the application of net proceeds to us therefrom, the owners of the Class B common stock, as Continuing LLC Members, will own % of the Holdco Units (or % if the underwriters’ option is exercised in full). Because they hold their economic ownership interest in our business through GS Holdings, rather than GreenSky, Inc., these existing unit holders may have conflicting interests with holders of our Class A common stock. For example, the Continuing LLC Members may have different tax positions from us, which could influence their decisions regarding whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement. In addition, the structuring of future transactions may take into account the tax considerations of the Continuing LLC Members even where no similar benefit would accrue to us. It is through their ownership of Class B common stock that they may be able to influence, if not control, decisions such as these. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

We will be required to pay for certain tax benefits we may claim arising in connection with the merger of the Former Corporate Investors, our purchase of Holdco Units and future exchanges of Holdco Units under the Exchange Agreement, which payments could be substantial.

On the date of this offering, we will be treated for United States federal income tax purposes as having directly purchased Holdco Units from the Exchanging Members. In the future, the Continuing LLC Members will be able to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, subject to adjustments for stock splits, stock dividends, reclassifications, and other similar transactions, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors) (as described in more detail in “Certain Relationships and Related Party Transactions—Exchange Agreement”). As a result of these transactions, and our acquisition of the equity of the Former Corporate Investors, we are and will become entitled to certain tax basis adjustments with respect to GS Holdings’ tax basis in its assets. As a result, the amount of income tax that we would otherwise be required to pay in the future may be reduced by the increase (for income tax purposes) in depreciation and amortization deductions attributable to our interests in GS Holdings. An increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. The IRS, however, may challenge all or part of that tax basis adjustment, and a court could sustain such a challenge.

We will enter into the Tax Receivable Agreement with the TRA Parties that will provide for the payment by us of 85% of the amount of cash savings, if any, in United States federal, state and local income tax that we realize or are deemed to realize as a result of (i) the tax basis adjustments referred to above, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (iii) certain tax attributes resulting from the merger of Former Corporate Investors and (iv) any deemed interest deductions arising from payments made by us pursuant to the Tax Receivable Agreement. While the actual amount of the adjusted tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the basis of our proportionate share of GS Holdings’ assets on the dates of exchanges, the timing of exchanges, the price of shares of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable, the deductions and other adjustments to taxable income to which GS Holdings is entitled, and the amount and timing of our income, we expect that during the anticipated term of the Tax Receivable Agreement, the payments that we may make could be substantial. Payments under the Tax Receivable Agreement may give rise to additional tax benefits and, therefore, to additional potential payments under the Tax Receivable Agreement. In addition, the Tax Receivable Agreement will provide for interest accrued from the due date (without extensions) of the corresponding tax return for the taxable year with respect to which the payment obligation arises to the date of payment under the Tax Receivable Agreement. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering and future exchanges of Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock) as described above (assuming such exchanges would occur one year after this offering) would aggregate to approximately $ over 15 years from the date of this offering based on an offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. Under such scenario, we would be required to pay approximately 85% of such amount, or $ , over the 15-year period from the date of this offering.

There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (ii) distributions to us by GS Holdings are not sufficient to permit us to make payments under the Tax Receivable Agreement after paying our other obligations. For example, were the IRS to

challenge a tax basis adjustment or other deductions or adjustments to taxable income of GS Holdings, we will not be reimbursed for any payments that may previously have been made under the Tax Receivable Agreement, except that excess payments will be netted against payments otherwise to be made, if any, after our determination of such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our ultimate cash tax savings. In addition, the payments under the Tax Receivable Agreement are not conditioned upon any recipient’s continued ownership of interests in us or GS Holdings, and the right to receive payments can be assigned.

In certain circumstances, including certain changes of control of our Company, payments by us under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will provide that (i) in the event that we materially breach any of our material obligations under the Tax Receivable Agreement, whether as a result of failure to make any payment, failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the Tax Receivable Agreement in a bankruptcy or otherwise, (ii) if, at any time, we elect an early termination of the Tax Receivable Agreement, or (iii) upon certain changes of control of our Company, our (or our successor’s) obligations under the Tax Receivable Agreement (with respect to all Holdco Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions. These assumptions include that (i) we (or our successor) will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits subject to the Tax Receivable Agreement, (ii) we (or our successor) will utilize (subject to any applicable limitations) any loss carryovers generated by the increased tax deductions and tax basis and other benefits on a pro rata basis through the scheduled expiration date of such loss carryovers, or if such carryforwards do not have an expiration date, over the 15-year period after such carryforwards were granted, and (iii) GS Holdings and its subsidiaries will sell certain nonamortizable assets (and realize certain related tax benefits) no later than a specified date. As a result of the foregoing, if we breach a material obligation under the Tax Receivable Agreement, if we elect to terminate the Tax Receivable Agreement early or if we undergo a change of control, we would be required to make an immediate lump-sum payment equal to the present value of the anticipated future tax savings, which payment may be required to be made significantly in advance of the actual realization of such future tax savings, and the actual cash tax savings ultimately realized may be significantly less than the corresponding Tax Receivable Agreement payments. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. There is no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. Additionally, the obligation to make a lump sum payment on a change of control may deter potential acquirors, which could negatively affect our stockholders’ potential returns. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering and the use of proceeds to us therefrom, based on the offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and a discount rate equal to percent per annum, compounded annually, we estimate that we would be required to pay $ in the aggregate under the Tax Receivable Agreement.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of GS Holdings and GSLLC, applicable restrictions could make it impractical for us to continue our business as currently contemplated and could have an adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or

trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

Because GreenSky, Inc. will be the managing member of GS Holdings, and GS Holdings will be the managing member of GSLLC, we will indirectly operate and control all of the business and affairs of GS Holdings and its subsidiaries, including GSLLC. On that basis, we believe that our interest in GS Holdings and GSLLC is not an “investment security,” as that term is used in the 1940 Act. However, if we were to cease participation in the management of GS Holdings and GSLLC, our interest in such entities could be deemed an “investment security” for purposes of the 1940 Act.

We, GS Holdings and GSLLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Our certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or our directors, officers, employees or stockholders.

Pursuant to our certificate of incorporation, as will be in effect upon the completion of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine. The forum selection clause in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or any of our directors, officers, other employees or stockholders. The exclusive forum provision does not apply to any actions under United States federal securities laws.

By purchasing shares of our Class A common stock, you will have agreed and consented to the provisions set forth in our certificate of incorporation related to choice of forum. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Risks Related to this Offering and our Class A Common Stock

An active trading market for our Class A common stock may never develop or be sustained, which may cause shares of our Class A common stock to trade at a discount from the initial public offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that an active trading market for our Class A common stock will not develop or continue or, if developed, that it will not be sustained, which would make it difficult for you to sell your shares of Class A common stock at an attractive price (or at all). The initial public offering price per share of our Class A common stock will be determined by agreement between us

and the underwriters and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering (or at all).

The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our Class A common stock may fluctuate and cause significant price variations to occur. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market and political conditions, could reduce the market price of shares of our Class A common stock in spite of our operating performance. In addition, our results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly or annual results of operations, additions or departures of key management personnel, the loss of key Bank Partners, merchants or Sponsors, changes in our earnings estimates (if provided) or failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or the investment community with respect to us or our industry, adverse announcements by us or others and developments affecting us, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, actions by institutional stockholders, and increases in market interest rates that may lead investors in our shares to demand a higher yield, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price (or at all).

These broad market and industry factors may decrease the market price of our Class A common stock, regardless of our actual operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower profits and make it more difficult to run our business.

As a public company, we expect to incur significant legal, accounting, reporting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred, and will continue to incur, costs associated with compliance with the rules and regulations of the SEC and various other costs of a public company. The expenses generally incurred by public companies for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult and costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult to attract and retain qualified persons to serve on our board of directors and board committees and serve as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with the requirements to design, implement and maintain effective internal controls could have an adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environment and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

If we are unable to establish and maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our operating results. In addition, beginning with our second annual report following this offering, we will be required pursuant to SEC rules to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in internal control over financial reporting. In addition, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to the SEC rules commencing the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” (as defined in the JOBS Act). See “—We are an ‘emerging growth company,’ as defined under the federal securities laws, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.” Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SEC rules or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could cause the price of our common stock to decline and could subject us to investigation or sanctions by the SEC.

We are an “emerging growth company,” as defined under the federal securities laws, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Securities Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among other things, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important.

An emerging growth company can utilize the extended transition period provided in the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period and, thus, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could be an emerging growth company for up to five years following the date of this prospectus, although circumstances could cause us to lose that status earlier, including if our total annual gross revenues exceed $1.07 billion, if we issue more than $1.0 billion in non-convertible debt during any three-year period or if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, our stock price may be more volatile and the price of our Class A common stock may decline.

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price of our Class A common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid by our existing owners. Assuming an offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of $ per share of Class A common stock. See “Dilution.”

You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering and the use of proceeds to us therefrom, we will have an aggregate of shares of Class A common stock authorized but unissued, including shares of Class A common stock issuable upon exchange of Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock) that will be held by the Continuing LLC Members. Our certificate of incorporation authorizes us to issue these shares of Class A common stock and rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved shares for issuance under our 2018 Omnibus Incentive Compensation Plan (including any LTIP Units (as defined below), which may be granted thereunder), subject to adjustment in certain events. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.” Any Class A common stock that we issue, including under our 2018 Omnibus Incentive Compensation Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

Because we have no current plans to pay cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our Class A common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiary to us and such other factors as our board of directors may deem relevant. In addition, the terms of our existing financing arrangements restrict or limit our ability to pay cash dividends. Accordingly, we may not pay any dividends on our Class A common stock in the foreseeable future. See “Dividend Policy.”

Future offerings of debt or equity securities by us may adversely affect the market price of our Class A common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our Class A common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of our Class A common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing and nature of our future offerings.

Future sales, or the expectation of future sales, of shares of our Class A common stock by Continuing LLC Members could cause the market price of our Class A common stock to decline.

The sale of a substantial number of shares of our Class A common stock in the public market, or the perception that such sales could occur, including sales by the Continuing LLC Members, could adversely affect the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price we deem appropriate. Upon consummation of this offering, after giving effect to the use of proceeds to us therefrom, we will have outstanding a total of shares of Class A common stock. Of the outstanding shares, the shares of Class A common stock sold in this offering by us, or shares if the underwriters exercise their option to purchase additional shares in full, will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.” In addition, subject to certain limitations and exceptions, pursuant to certain provisions of the Exchange Agreement, the Continuing LLC Members may exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, the Continuing LLC Members will beneficially own Holdco Units and shares of Class B common stock, or Holdco Units and shares of Class B common stock if the underwriters exercise their option to purchase additional shares in full, all of which will be exchangeable for shares of our Class A common stock or cash, at our option (such determination to be made by the disinterested members of our board of directors), subject to the terms of the Exchange Agreement.

Our certificate of incorporation authorizes us to issue additional shares of Class A common stock and rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the DGCL and the provisions of our certificate of incorporation, we also may issue preferred stock that has

designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of Class A common stock. Similarly, the Holdings LLC Agreement permits GS Holdings to issue an unlimited number of additional limited liability company interests of GS Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Holdco Units, and which may be exchangeable for shares of our Class A common stock.

Each of our directors and officers, and substantially all of our equity holders, have entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares of Class A common stock (including any shares acquired pursuant to our directed share program). The lock-up agreements pertaining to this offering will expire 180 days from the date of this prospectus. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, however, may, in their sole discretion, permit our officers, directors and other current equity holders who are subject to the contractual lock-up to sell shares prior to the expiration of the lock-up agreements. See “Underwriting” for a description of these lock-up agreements.

After the lock-up agreements expire, up to an additional shares of Class A common stock will be eligible for sale in the public market, approximately of which are held by our executive officers, directors and their affiliated entities, and will be subject to volume limitations under Rule 144 and various vesting agreements. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into, or exchangeable for, shares of our Class A common stock issued pursuant to our 2018 Omnibus Incentive Compensation Plan. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan—General.” Any such Form S-8 registration statement automatically will become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our Class A common stock.

As restrictions on resale end, the market price of our shares of Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors also could make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

We cannot predict with certainty the impact our capital structure may have on our stock price.

In July 2017, S&P Dow Jones, a provider of widely-followed stock indices, announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in certain of their indices. As a result, our Class A common stock will likely not be eligible for these stock indices. Additionally, FTSE Russell, another provider of widely followed stock indices, recently stated that it plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders. Many investment funds are precluded from investing in companies that are not included in such indices, and these funds would be unable to purchase our Class A common stock. There is no assurance that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

Certain provisions of our certificate of incorporation and bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our Class A common stock.

Certain provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions include:

•

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which

			may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
	•		prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;
	•		provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
	•		establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
	•		establish a classified board of directors, as a result of which our board of directors will be divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our board of directors. Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede your ability to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our Class A common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws.”

We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.

We intend to use most of the proceeds of this offering to purchase newly-issued Holdco Units as described in “Use of Proceeds.” Although GS Holdings intends to use a portion of the net proceeds it receives from us to pay the expenses of this offering as described under “Use of Proceeds,” we cannot specify with certainty the particular other uses of the net proceeds that GS Holdings will receive from such purchase. Our management will have broad discretion in the application of such proceeds by GS Holdings and GSLLC, including for any of the purposes described in “Use of Proceeds.” Accordingly, you will have to rely upon the judgment of our management with respect to the use of the proceeds and will have only limited information concerning management’s specific intentions. Our management may cause GS Holdings and GSLLC to spend a portion or all of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to cause GS Holdings and GSLLC to apply these funds effectively could harm our business. Pending their use, GS Holdings and/or GSLLC may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

If securities and industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend, in part, on the research and reports that securities and industry analysts publish about us and our business. Securities and industry analysts do not currently, and may never, cover our Company. If securities and industry analysts do not commence coverage of our Company, the trading price of our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described under the section entitled “Risk Factors” set forth herein. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

ORGANIZATIONAL STRUCTURE

Following the Reorganization Transactions and the closing of this offering, we will be a holding company, and our sole material asset will be an equity interest in GS Holdings. GS Holdings has the sole equity interest in GSLLC. GreenSky, Inc. has not engaged in any business or other activities except in connection with the Reorganization Transactions and this offering. Following this offering, because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), which will be the managing member of GSLLC, our operating subsidiary that directly or indirectly conducts all of our operations, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC. The ownership interest of the members of GS Holdings (other than GreenSky, Inc.) will be reflected as noncontrolling interests in our consolidated financial statements.

The diagram below depicts our simplified organizational structure immediately following the Reorganization Transactions and this offering after giving effect to the use of proceeds and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

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common stock), at our option (such determination to be made by the disinterested members of our board of directors). Significant Continuing LLC Members include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.

“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions.

“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions, which include 55 current and former employees and directors of GS Holdings and its subsidiaries.

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The shares of Class B common stock have no economic rights, but each share of our Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

See “Principal Stockholders.”

Reorganization Transactions

GSLLC was organized as a Georgia limited liability company in 2006. GS Holdings was organized as a Georgia limited liability company in 2017 to serve as the holding company for GSLLC. Prior to the Reorganization Transactions, GS Holdings had:

	•		25 members holding three different classes of membership interests (Class A, B, C units);
	•		55 current and former employees, directors, and an affiliate of one of our directors, holding profits interests; and
	•		115 current and former employees and directors holding options to purchase Class A units.

Because U.S. tax law generally makes it impractical for a limited liability company that is taxed as a partnership to sell membership interests publicly, GS Holdings is undertaking a series of transactions that will be completed prior to the closing of this offering (collectively, the “Reorganization Transactions”) designed to create a corporate holding company that can conduct a public offering. These transactions include:

•

the formation of GreenSky, Inc. as a Delaware corporation to function as the ultimate parent and publicly-traded entity;

•

the amendment and restatement of the operating agreement of GS Holdings to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units);

•

the issuance to each of the Original GS Equity Owners and the Original Profits Interests Holders (collectively referred to as the Continuing LLC Members) of a number of shares of our Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that they will be exchanging in connection with this offering), for consideration in the amount of $0.001 per share of Class B common stock. Our Class B common stock initially will entitle holders to ten votes per share and will vote as a single class with our Class A common stock, but our Class B common stock will not have any economic rights;

•

the contribution of the Holdco Units received by some of the smaller Original Profits Interests Holders to GreenSky, Inc. in exchange for shares of our Class A common stock;

•

the contribution by the equity holders of the Former Corporate Investors of their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A

common stock and the right to certain payments under the Tax Receivable Agreement, and the merger of the Former Corporate Investors with and into subsidiaries of GreenSky, Inc.;

•

the equitable adjustment of outstanding options to acquire Class A units of GS Holdings so that they will be exercisable for Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors); and

•

the equitable adjustment, pursuant to their terms, of outstanding warrants to acquire Class A units of GS Holdings into warrants to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

In connection with the amendment and restatement of the operating agreement of GS Holdings (discussed above), the membership interests in GS Holdings will be adjusted (the “Forward Split”) so that each Holdco Unit (together with a share of Class B common stock) is economically equivalent to a share of Class A common stock on a one-for-one basis. Corresponding adjustments will be made to options and warrants.

Incident to the foregoing transactions, we and certain of the Continuing LLC Members will enter into various agreements, including:

(a) the Exchange Agreement, which provides for the exchange of Holdco Units in GS Holdings (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). As a holder exchanges its Holdco Units, those Holdco Units thereafter will be owned by GreenSky, Inc. and GreenSky, Inc.’s interest in GS Holdings will be correspondingly increased. The corresponding shares of Class B common stock will be cancelled;

(b) the Tax Receivable Agreement, which is designed to provide the TRA Parties with 85% of the amount of cash savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of increases in tax basis resulting from our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, any future exchanges of Holdco Units (with automatic cancellation of an equal number of shares of our Class B common stock) for our Class A common stock pursuant to the Exchange Agreement, certain tax attributes and certain related benefits. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;” and

(c) a registration rights agreement whereby, following this offering and the expiration of the related lock-up period, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) issuable to certain of the Continuing LLC Members upon exchange of their Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock), and (ii) issued to equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Offering-Related Transactions

At the time of this offering, we intend to use a portion of the net proceeds to us from this offering to purchase newly-issued Holdco Units from GS Holdings at a per unit price equal to the initial public offering price per share of our Class A common stock in the offering, less underwriting discounts and commissions. We intend to use a portion of the net proceeds to us from this offering to purchase an aggregate of Holdco Units from the Exchanging Members, including our Chief Executive Officer and certain other officers and directors, at a per unit price equal to the initial public offering price per share of our Class A common stock in the offering, less underwriting discounts and commissions. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and Redemption of Class A Common Stock” for the number of Holdco Units to be purchased from each of the Exchanging Members. We also intend to use a portion of the net proceeds to us from this offering to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. The number of Holdco Units acquired by us from GS Holdings and the Exchanging Members will be equal to the number of shares of Class A common stock issued in connection with the Reorganization Transactions and this offering, and the Continuing LLC Members will own the remaining outstanding Holdco Units. Any shares of Class B common stock corresponding to Holdco Units that are exchanged will be cancelled. Any shares of Class A common stock redeemed by us from equity holders of the Former Corporate Investors will thereafter be held by GreenSky, Inc. as treasury stock or cancelled.

As a result of the transactions described above, and assuming the sale of shares of Class A common stock in this offering at a price per share to the public of $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after giving effect to the use of proceeds to us from this offering as described above:

•

the investors in this offering will collectively own shares of our Class A common stock (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

GreenSky, Inc. will hold Holdco Units (or Holdco Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing % of the total economic interest of GS Holdings (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the Continuing LLC Members will collectively hold Holdco Units, representing % of the total economic interest of GS Holdings (or Holdco Units, representing % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the investors in this offering will collectively have % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the Continuing LLC Members will collectively hold shares of Class B common stock, representing % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

equity holders of the Former Corporate Investors will collectively hold shares of Class A common stock, representing % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the current and former employees of GSLLC and its subsidiaries will collectively hold options to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors); and

•

certain investors in GS Holdings will collectively hold warrants to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

Our post-offering organizational structure will allow the Continuing LLC Members to retain their equity ownership in GS Holdings, an entity that is classified as a partnership for United States federal income tax purposes, in the form of Holdco Units. Investors in this offering will, by contrast, hold their equity ownership in GreenSky, Inc., a Delaware corporation that is a domestic corporation for United States federal income tax purposes, in the form of shares of Class A common stock. We believe that certain of our Continuing LLC Members generally will find it advantageous to hold their equity interests in an entity that is not taxable as a corporation for United States federal income tax purposes. The Continuing LLC Members, like GreenSky, Inc., will incur United States federal, state and local income taxes on their proportionate share of any taxable income of GS Holdings, including taxable income of GSLLC.

The Continuing LLC Members also will hold shares of Class B common stock of GreenSky, Inc. Although those shares have no economic rights, they will allow the Continuing LLC Members to exercise voting power over GreenSky, Inc., the managing member of GS Holdings, at a level that is greater than their overall equity ownership of our business. Under our certificate of incorporation, each holder of Class B common stock will initially be entitled to ten votes for each share of Class B common stock held by such holder on all matters presented to stockholders of GreenSky, Inc. When the Continuing LLC Members exchange Holdco Units for shares of Class A common stock of GreenSky, Inc. pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock will be cancelled. Accordingly, as the Continuing LLC Members subsequently exchange Holdco Units for shares of Class A common stock of GreenSky, Inc. or cash, at our option, pursuant to the Exchange Agreement, the voting power afforded to the Continuing LLC Members by their shares of Class B common stock is automatically and correspondingly reduced. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

Holding Company Structure

GreenSky, Inc. was incorporated as a Delaware corporation on July 12, 2017. GreenSky, Inc. has not engaged in any business or other activities except in connection with its formation and initial capitalization. Our certificate of incorporation at the time of this offering will authorize two classes of common stock, Class A common stock and Class B common stock, and one or more series of preferred stock, each having the terms described in “Description of Capital Stock.” Holders of our Class A common stock have one vote per share of Class A common stock. Holders of our Class B common stock have ten votes per share of Class B common stock. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. See “Description of Capital Stock—Common Stock—Class B Common Stock.”

GreenSky, Inc. will be a holding company, and its sole material asset will be an equity interest in GS Holdings, which holds all of the equity interests in GSLLC. Because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), and GS Holdings is the managing member of GSLLC, GreenSky, Inc. will indirectly operate and control all of the business and affairs (and consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC. The ownership interest of the Continuing LLC Members will be reflected as a noncontrolling interest in GreenSky, Inc.’s consolidated financial statements.

GS Holdings was formed as a Georgia limited liability company on July 25, 2017. Following the closing of this offering, GreenSky, Inc., the managing member of GS Holdings, will have the right to determine the timing and amount of any distributions (other than tax distributions as described below) to be made to holders of the Holdco Units in GS Holdings. Profits and losses of GS

Holdings will be allocated, and all distributions with respect to Holdco Units will be made, pro rata to the holders of the Holdco Units (including the Continuing LLC Members) in accordance with their terms. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”

The holders of Holdco Units in GS Holdings, including GreenSky, Inc., generally will have to include for purposes of calculating their United States federal, state and local income taxes their respective share of any taxable income of GS Holdings. Taxable income of GS Holdings generally will be allocated to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata in accordance with their respective share of the net profits and net losses of GS Holdings. Under the Holdings LLC Agreement, GS Holdings will be obligated, subject to available cash and applicable law and contractual restrictions (including pursuant to its debt instruments), to make cash distributions, which we refer to as “tax distributions,” based on certain assumptions, to its members (including GreenSky, Inc.) pro rata based on their Holdco Units in GS Holdings. Generally, these tax distributions to holders of Holdco Units in GS Holdings will be an amount equal to our estimate of the taxable income of GS Holdings, net of taxable losses, allocable per Holdco Unit in GS Holdings multiplied by an assumed tax rate set forth in the operating agreement of GS Holdings.

GS Holdings may be required to make tax distributions that, in the aggregate, exceed the amount of taxes that GS Holdings would have paid if it were taxed on its net income at the assumed rate. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”

Under the Tax Receivable Agreement, we will be obligated to pay the TRA Parties a portion of the cash savings, if any, in United States federal, state and local taxes that we realize or are deemed to realize as a result of our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock. A portion of the tax distributions that we receive likely will be used to fund this obligation. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

USE OF PROCEEDS

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would (1) increase or decrease the net proceeds to us from this offering by approximately $ million, and (2) decrease or increase by or , respectively, the number of shares of our Class A common stock outstanding as a result of being redeemed from equity holders of the Former Corporate Investors, in each case, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions.

We intend to use net proceeds of approximately $ million to purchase newly- issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions.” We intend to use net proceeds of approximately $ million to purchase an aggregate of Holdco Units from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase by an Exchanging Member will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions. We also intend to use net proceeds of approximately $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, in addition to the use of our net proceeds described above, we intend to use net proceeds of approximately $ million from our sale of additional shares to purchase an additional newly-issued Holdco Units from GS Holdings, and net proceeds of approximately $ million from our sale of additional shares to purchase an additional Holdco Units (together with an equal number of shares of Class B common stock) from the Exchanging Members.

The Exchanging Members will include affiliates of our Chief Executive Officer and, either directly or indirectly through affiliates, other officers and directors. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and redemption of Class A common stock.”

The proceeds received by GS Holdings in connection with the sale of newly-issued Holdco Units will be used by GS Holdings and GSLLC to pay the expenses of this offering and for general corporate purposes. Because GreenSky, Inc. will be the managing member of GS Holdings, and GS Holdings will be the managing member of GSLLC, our operating subsidiary that directly or indirectly conducts all of our operations, we will indirectly operate and control all of the business and affairs of GS Holdings and its subsidiaries, including GSLLC. Accordingly, our management will have discretion in the application of the net proceeds received by GS Holdings and GSLLC, and investors will be relying on the judgment of our management regarding the use of these net proceeds. See “Risk Factors—Risks Related to this Offering and our Class A Common Stock—We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.”

DIVIDEND POLICY

We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions and other factors that our board of directors may deem relevant.

We are a holding company and will have no material assets other than our ownership of Holdco Units in GS Holdings. Our ability to pay cash dividends will depend on the payment of distributions by our current and future subsidiaries, including GS Holdings and GSLLC, and such distributions may be restricted as a result of regulatory restrictions, state law regarding distributions by a limited liability company to its members, or contractual agreements, including agreements governing their indebtedness. See “Risk Factors—Risks Related to Our Organizational Structure—We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.” In addition, our ability to pay cash dividends may be restricted by the terms of our debt financing arrangements, and any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on our common stock.

Following this offering, we will receive a portion of any distributions made by GS Holdings. Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability, subject to the restrictions and limitations referred to above, to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions. Any such distributions will be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the Tax Receivable Agreement. Subject to limited exceptions, the Holdings LLC Agreement will obligate GS Holdings to make certain tax distributions. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.” In addition, in order to maintain to the greatest extent practicable the parity in value of Holdco Units and shares of Class A common stock, to the extent that GreenSky, Inc. accumulates substantial cash and cash equivalents, and receivables from GS Holdings, we will consider making distributions to Class A common stockholders. While the determination of what level of cash and cash equivalents, and receivables from GS Holdings (if any), warrant such distribution will depend upon the facts and circumstances at the time of determination, we generally would expect to make distributions where such amounts exceed $100 million.

Other than tax-related distributions, GS Holdings did not make any distributions to its existing owners during 2015 or 2016. In 2017, we declared non-tax distributions of $346.5 million to our unit holders and holders of profits interests and a related party at the time we entered into the term loan described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and in Note 7 to the consolidated financial statements of GS Holdings included in this prospectus, of which $337.2 million was paid as of December 31, 2017 and $3.1 million has been paid to date in 2018. In December 2017, we declared a $160.0 million special cash distribution to our unit holders and holders of profits interests using the proceeds from a sale of loan receivables and cash from operations, of which $156.1 million was paid as of December 31, 2017 and $0.9 million has been paid to date in 2018. Tax-related distributions totaled $39.5 million in 2015, $46.9 million in 2016, $71.3 million in 2017, and has totaled $36.3 million to date in 2018.

CAPITALIZATION

The following table sets forth our cash and capitalization as of December 31, 2017 on:

•

a historical basis for GS Holdings; and

•

a pro forma basis for GreenSky, Inc., giving effect to the transactions and other matters described under “Unaudited Pro Forma Consolidated Financial Information,” including the Reorganization Transactions, and application of the proceeds from this offering as described in “Use of Proceeds” based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses and other related transaction costs payable by us.

You should read this table, together with the information contained in this prospectus, including “Use of Proceeds,” “Unaudited Pro Forma Consolidated Financial Information,” “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this prospectus.


	As of December 31, 2017
	Actual GS Holdings				Pro Forma GreenSky, Inc.
	(dollars in thousands)
Cash		$	224,614			$

Debt:
Total debt			338,263
Temporary equity:
Redeemable preferred units			430,348
Class B common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis

Total temporary equity			430,348
Capital (permanent equity (deficit)):
Preferred Stock, par value $0.01 per share, shares authorized on a pro forma basis; no shares issued and outstanding on a pro forma basis
Class A common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Paid-in capital			(554,906	)
Retained earnings			98,519

Total permanent equity (deficit), before noncontrolling interests			(456,387	)
Noncontrolling interests

Total permanent equity (deficit)			(456,387	)

Total capitalization		$	536,838			$

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the paid-in capital and total permanent equity (deficit) by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

DILUTION

If you invest in the initial public offering of our Class A common stock, your interest will be diluted to the extent of the excess of the initial public offering price per share of our Class A common stock over the pro forma net tangible book value per share of our Class A common stock after this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the net tangible book value per share attributable to the existing equity holders.

Our pro forma net tangible book value at December 31, 2017 was approximately $ million. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities of GS Holdings, after giving effect to the Reorganization Transactions, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization Transactions and assuming that all of the Continuing LLC Members exchanged their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of our Class A common stock on a one-for-one basis.

After giving effect to this offering, at an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and the application of estimated net proceeds, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value at December 31, 2017 would have been $ million or $ per share of Class A common stock, assuming that all of the Continuing LLC Members exchanged their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of our Class A common stock on a one-for-one basis.

The following table illustrates the immediate dilution of $ per share to new stockholders purchasing Class A common stock in this offering, assuming the underwriters do not exercise their option to purchase additional shares.


Assumed initial public offering price per share			$
Pro forma net tangible book value per share as of December 31, 2017
Increase per share attributable to this offering
Pro forma net tangible book value per share, as adjusted to give effect to this offering
Dilution in pro forma net tangible book value per share to new investors			$

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease our pro forma net tangible book value, as adjusted to give effect to this offering, by $ million, or $ per share of Class A common stock, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares is exercised in full, the increase in pro forma net tangible book value per share at December 31, 2017 attributable to this offering would have been approximately $ per share and the dilution in pro forma net tangible book value per share to new investors would be $ per share. Furthermore, the percentage of our shares held by existing equity owners would decrease to approximately % and the percentage of our shares held by new investors would increase to approximately %.

The following table summarizes, on the same pro forma basis at December 31, 2017, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by the Continuing LLC Members and by new investors purchasing shares in this offering, assuming that all of the Continuing LLC Members exchanged

their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis.


	Shares of Class A Common Stock Purchased/Granted				Total Consideration					Average Price Per Share
	Number	Percentage			Amount		Percentage
					(dollars in thousands)
Investors prior to this offering				%		$			%		$
New investors in this offering				%		$			%		$

Total			100	%		$		100	%		$

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid by new investors in this offering and total consideration paid by all investors by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The table above excludes shares of our Class A common stock reserved for issuance under our 2018 Omnibus Incentive Compensation Plan. To the extent that equity awards are issued under our incentive plan, investors participating in this offering will experience further dilution.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table shows selected historical consolidated financial data of our accounting predecessor, GS Holdings, for the periods and as of the dates presented. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented.

The selected Consolidated Statement of Operations data for each of the years ended December 31, 2017, 2016 and 2015, and the selected Consolidated Balance Sheet data as of December 31, 2017 and 2016, were derived from the audited consolidated financial statements of GS Holdings included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results in any future period.

The selected consolidated financial data of GreenSky, Inc. have not been presented because GreenSky, Inc. is a newly incorporated entity and has not engaged in any business or other activities except in connection with its formation and initial capitalization.

You should read the following financial information together with the information under “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus.


	Year ended December 31,
	2017				2016			2015
	(dollars in thousands, except per unit data)
Consolidated Statement of Operations Data:
Revenue
Transaction fees		$	278,958			$	228,446		$	152,678
Servicing and other			46,929				35,419			20,779

Total revenue			325,887				263,865			173,457
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145			36,506
Compensation and benefits			54,650				39,836			27,738
Sales and marketing			2,198				1,085			861
Property, office and technology			10,062				8,000			4,283
Depreciation and amortization			3,983				3,708			2,356
General and administrative			14,876				10,602			7,071
Related party expenses			4,811				1,678			1,536

Total costs and expenses			180,288				144,054			80,351

Operating profit			145,599				119,811			93,106
Total other income/(expense), net			(6,931	)			4,653			713

Net income		$	138,668			$	124,464		$	93,819

Net income attributable to participating interests			35,449				25,233			17,594

Net income attributable to Class A unit holders		$	103,219			$	99,231		$	76,225

Earnings per unit attributable to Class A unit holders ⁽¹⁾ :
Basic		$	7.74			$	7.44		$	5.72

Diluted		$	7.49			$	7.19		$	5.54

⁽¹⁾

See Note 2 to the Consolidated Financial Statements of GS Holdings included elsewhere in this prospectus for a description of how we compute basic and diluted earnings per unit.


	As of December 31,
	2017				2016
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash		$	224,614			$	185,243
Restricted cash			129,224				42,871
Loan receivables held for sale, net			73,606				41,268
Property, equipment and software, net			7,848				7,018
Total assets			462,889				302,205
Finance charge reversal liability			94,148				68,064
Term loan			338,263				—
Total liabilities			488,928				89,995
Total temporary equity			430,348				335,720
Total permanent equity (deficit)			(456,387	)			(123,510	)

Other Financial Data


	Year ended December 31,
	2017			2016			2015
	(dollars in thousands)
Adjusted EBITDA		$	159,432		$	130,741		$	97,456

For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data.”

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2017 presents our consolidated results of operations after giving pro forma effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions occurred on January 1, 2017; (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds;” (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;” and (iv) a provision for corporate income taxes on the income attributable to GreenSky, Inc. at an effective rate of %, inclusive of all United States federal, state and local income taxes.

The unaudited Pro Forma Consolidated Balance Sheet is based on our historical audited Consolidated Balance Sheet as of December 31, 2017 and includes pro forma adjustments to give effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions had occurred on December 31, 2017; (ii) the use of the estimated net proceeds from this offering, as described under “Use of Proceeds;” and (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” The unaudited Pro Forma Consolidated Statements of Operations are based on our audited consolidated financial statements as of and for the year ended December 31, 2017.

The unaudited pro forma consolidated financial statements have been prepared on the basis that we will be taxed as a corporation for United States federal and state income tax purposes and, accordingly, will become a taxpaying entity subject to United States federal and state income taxes, and should be read in conjunction with “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions that we believe are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or that could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expense associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

The unaudited pro forma consolidated financial statements and related notes are presented for illustrative purposes only. If this offering and other transactions contemplated herein had occurred in the past, our operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma consolidated financial statements should not be relied upon as an indication of operating results that our Company would have achieved if this offering and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited Pro Forma Consolidated Statements of Operations and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma consolidated financial statements.

GREENSKY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2017


	GS Holdings Historical				Reorganization Transactions Adjustments		GS Holdings Historical as Adjusted for the Reorganization Transactions		Offering Adjustments		GreenSky, Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(dollars in thousands, except per share data)
Assets
Cash ⁽¹⁾		$	224,614			$		$		$		$
Restricted cash			129,224
Loan receivables held for sale, net			73,606
Accounts receivable, net			18,358
Related party receivables			218
Property, equipment and software, net			7,848
Other assets			9,021

Total assets ⁽²⁾		$	462,889			$		$		$		$

Liabilities, Temporary and Permanent Equity (Deficit)
Liabilities
Accounts payable		$	6,845			$		$		$		$
Accrued compensation and benefits			7,677
Other accrued expenses			1,606
Finance charge reversal liability			94,148
Term loan			338,263
Related party liabilities			1,548
Other liabilities			38,841

Total liabilities ⁽²⁾			488,928

Commitments, Contingencies and Guarantees (Note 11 to Consolidated Financial Statements of GS Holdings)
Temporary Equity
Redeemable preferred units			430,348
Temporary equity attributable to GreenSky, Inc. ⁽³⁾ :
Class B common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Permanent Equity (Deficit)
Permanent equity attributable to GreenSky, Inc. ^(2)(3)(4) :
Preferred stock, par value $0.01 per share, shares authorized on a pro forma basis; no shares issued and outstanding on a pro forma basis
Class A common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Paid-in capital			(554,906	)
Retained earnings			98,519

Total permanent equity attributable to GreenSky, Inc.
Total permanent equity (deficit) attributable to GS Holdings			(456,387	)
Equity attributable to noncontrolling interests ⁽⁵⁾ :

Total permanent equity (deficit)			(456,387	)

Total liabilities, temporary and permanent equity (deficit)		$	462,889			$		$		$		$

See Notes to Pro Forma Consolidated Balance Sheet

Notes to Pro Forma Consolidated Balance Sheet

(1)

Reflects the net effect on cash of the receipt of offering proceeds to us of $ million from the sale of shares of Class A common stock at an assumed price of $ per share as described in “Use of Proceeds” after application thereof to the following items:

	(a)		payment of $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions;”
	(b)		payment of $ million to purchase million Holdco Units from the Exchanging Members as described under “Organizational Structure—Offering-Related Transactions” at an assumed price of $ minus the underwriting discounts and commissions;
	(c)		payment of $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors; and
	(d)		payment of approximately $ million of underwriting discounts and commissions and estimated offering expenses.

(2)

Reflects adjustments to give effect to the Tax Receivable Agreement as a result of the Reorganization Transactions based on the following assumptions:

(a)

we will record an increase in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased interests, based on an effective income tax rate of % (which includes a provision for United States federal, state and local income taxes);

(b)

we will record 85% of the estimated realizable tax benefit as an increase to the liability due to TRA Parties under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to total stockholders’ equity, which assumes that the initial net step-up is equal to the cash paid to the Exchanging Members;

(c)

we will record an increase in deferred tax assets for payments under the Tax Receivable Agreement, which will give rise to additional tax benefits and additional potential payments under the Tax Receivable Agreement; and

(d)

assumes that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets.

(3)

Represents adjustments to permanent and temporary equity reflecting the following:

	(a)		par value for Class A common stock and Class B common stock to be outstanding following the offering;
	(b)		receipt of offering proceeds of $ million as a result of this offering;
	(c)		payment of $ million to purchase Holdco Units held by Exchanging Members, as described under “Organizational Structure—Offering-Related Transactions;”
	(d)		payment of approximately $ million of underwriting discounts and commissions and estimated offering expenses;
	(e)		a decrease of $ million resulting from the Tax Receivable Agreement offset by the deferred tax asset as a result of the Reorganization Transactions;
	(f)		a decrease due to the reclassification of $ million of GS Holdings members’ equity upon consolidation;
	(g)		payment of $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions;” and
	(h)		payment of $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors.

(4)

GreenSky, Inc. will be the managing member of GS Holdings. GreenSky, Inc. will initially own % of the economic interest in GS Holdings, but will have 100% of the voting power and control the management of GS Holdings. Pursuant to the consolidation guidance provided in ASC 810, Consolidation , we determined that GS Holdings will be a variable interest entity. Further, GreenSky, Inc. will be the primary beneficiary of GS Holdings, as it will have a controlling financial interest in GS Holdings. Accordingly, GreenSky, Inc. will consolidate the results of GS Holdings. GreenSky, Inc. will record a noncontrolling interest on its consolidated

			balance sheet representing the economic interest of investors in GS Holdings other than GreenSky, Inc. Immediately following the Reorganization Transactions and this offering, the noncontrolling interest, based on the assumptions to the pro forma financial information, will be $ million. Pro forma noncontrolling interest, including noncontrolling interest at GS Holdings, represents % of the pro forma equity of GS Holdings of $ million.
	(5)		The increase in noncontrolling interest reflects the reclassification of permanent equity (deficit) representing the ownership interests of the Continuing LLC Members in GS Holdings of $ million to noncontrolling interest upon consolidation.

GREENSKY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2017


	GS Holdings Historical				Reorganization Transactions Adjustments		GS Holdings Historical as Adjusted for the Reorganization Transactions		Offering Adjustments		GreenSky, Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(dollars in thousands, except per share data)
Revenue
Transaction fees		$	278,958			$		$		$		$
Servicing and other			46,929

Total revenue			325,887

Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708
Compensation and benefits			54,650
Sales and marketing			2,198
Property, office and technology			10,062
Depreciation and amortization			3,983
General and administrative			14,876
Related party expenses			4,811

Total costs and expenses			180,288

Operating profit			145,599

Other income/(expense) net
Interest income			5,180
Interest expense			(7,536	)
Other gains/(losses)			(4,575	)

Total other income/(expense), net			(6,931	)

Income before income tax expense
Income tax expense

Net income		$	138,668			$		$		$		$
Net income attributable to noncontrolling interests

Net income attributable to GreenSky, Inc.						$		$		$		$

Per Share Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic						$		$		$		$
Diluted						$		$		$		$
Pro forma net income available to Class A common stock per share:
Basic						$		$		$		$
Diluted						$		$		$		$

See Notes to Pro Forma Consolidated Statement of Operations

Notes to Pro Forma Consolidated Statement of Operations

	(1)		GreenSky, Inc. will be the managing member of GS Holdings. GreenSky, Inc. will initially own % of the economic interest in GS Holdings, but will have 100% of the voting power and control the management of GS Holdings. The Continuing LLC Members will own the remaining % of the economic interest in GS Holdings, which will be accounted for as a noncontrolling interest in the future consolidated financial results of GreenSky, Inc. Immediately following the offering and the use of proceeds to us therefrom, the noncontrolling interest will be %. Net income attributable to the noncontrolling interest will represent % of income before income taxes. These amounts have been determined based on the assumption that the underwriters’ option to purchase additional shares is not exercised. If the underwriters’ option to purchase additional shares is exercised, the ownership percentage held by the noncontrolling interest would decrease to %.
	(2)		Following the Reorganization Transactions and this offering, GreenSky, Inc. will be subject to United States federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of GS Holdings, which will result in higher income taxes than during our history as a limited liability company. As a result, the Pro Forma Consolidated Statements of Operations reflect an adjustment to our provision for corporate income taxes to reflect an effective rate of %, which includes a provision for United States federal income taxes and uses our estimate of the weighted average statutory rates apportioned to each state and local jurisdiction.
	(3)		The shares of Class B common stock of GreenSky, Inc. do not share in GreenSky, Inc. earnings and are, therefore, not allocated any net income attributable to the controlling and noncontrolling interests. As a result, the shares of Class B common stock are not considered participating securities and are, therefore, not included in the weighted average shares outstanding for purposes of computing net income available per share.

	(4)		For purposes of applying the as-if converted method for calculating diluted earnings per share, we assumed that all Holdco Units are exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for Class A common stock. Such exchange is affected by the allocation of income or loss associated with the exchange of Holdco Units (and cancellation of Class B common stock) for Class A common stock and, accordingly, the effect of such exchange has been included for calculating diluted pro forma net income available to Class A common stock per share. Giving effect to (i) the exchange of all Holdco Units (and cancellation of Class B common stock) for shares of Class A common stock and (ii) the vesting of all unvested Holdco Unit stock based compensation awards, diluted pro forma net income per share available to Class A common stock would be computed as follows:


	Year ended December 31, 2017
Pro forma income before income taxes		$
Adjusted pro forma income taxes ^(a)
Adjusted pro forma net income to GreenSky, Inc. stockholders ^(b)
Weighted average shares of Class A common stock outstanding (assuming the exchange of all Holdco Units for shares of Class A common stock) ^(c)
Pro forma diluted net income available to Class A common stock per share

(a)

Represents the implied provision for income taxes assuming the exchange of all Holdco Units in GS Holdings for shares of Class A common stock of GreenSky, Inc. using the same method applied in calculating the pro forma tax provision.

(b)

Assumes elimination of noncontrolling interest due to the assumed exchange of all Holdco Units (and cancellation of Class B common stock) for shares of Class A common stock of GreenSky, Inc. as of the beginning of the period.

(c)

The unvested units are converted to Holdco Units based on the treasury stock method and an as-if converted method is used to give effect to the exchange provisions of the Holdings LLC Agreement for the diluted weighted average share calculation.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. The following discussion should be read in conjunction with the audited consolidated financial statements and related notes of GS Holdings included in this prospectus.

Overview

We have achieved significant growth in active merchants, transaction volume, revenue, net income and Adjusted EBITDA. Our low-cost go-to-market strategy, coupled with our recurring revenue model, has helped us generate strong margins. Transaction volume (as defined below) increased 31% from $2.9 billion in 2016 to $3.8 billion in 2017. Active merchants (as defined below) increased 48% from 7,361 as of December 31, 2016 to 10,891 as of December 31, 2017. Over the same period, revenue grew 23% from $264 million to $326 million, net income grew 12% from $124 million to $139 million, and Adjusted EBITDA grew 21% from $131 million to $159 million. For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary–Summary Historical and Pro Forma Consolidated Financial Data.”

The charts below demonstrate these upward trends:

Business Metrics

We review a number of operating and financial metrics, including the following, to evaluate our business, measure our performance, identify trends, formulate plans and make strategic decisions.


	Year ended December 31,
	2017			2016			2015

Active Merchants
Number			10,891			7,361			5,076
Percentage Increase			48%			45%
Transaction Volume
Dollars (millions)		$	3,767		$	2,882		$	2,076
Percentage Increase			31%			39%
Loan Servicing Portfolio
Dollars (millions)		$	5,390		$	3,832		$	2,561
Percentage Increase			41%			50%
Cumulative Consumer Accounts
Number			1,565,166			1,077,400			692,428

Active Merchants. We define active merchants as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement. Since our transaction volume is a function of the size, engagement and growth of our merchant network, active merchants, in aggregate, are an indicator of future revenue and profitability, although they are not directly correlated. As of December 31, 2017, we had 10,891 active merchants on our platform, representing an increase of 48% over 7,361 as of December 31, 2016.

Transaction Volume. We define transaction volume as the dollar value of loans facilitated on our platform during a given period. Transaction volume is an indicator of revenue and overall platform profitability and has grown substantially in the past several years. For the year ended December 31, 2017, transaction volume was $3.8 billion, which represented an increase of 31% over $2.9 billion for 2016.

Loan Servicing Portfolio. We define our loan servicing portfolio as the aggregate outstanding consumer loan balance (principal plus accrued interest and fees) facilitated and serviced by our platform at the date of measurement. Our loan servicing portfolio is an indicator of our servicing activities. As of December 31, 2017, we had a loan servicing portfolio of $5.4 billion, representing

an increase of 41% over $3.8 billion as of December 31, 2016. Our average loan servicing portfolio was $4.5 billion in 2017 and $3.2 billion in 2016.

Cumulative Consumer Accounts. We define cumulative consumer accounts as the aggregate number of consumer accounts approved on our platform since our inception, including both existing and prior accounts. Although not directly correlated to revenue, cumulative consumer accounts is a measure of our brand awareness among consumers, as well as the value of the data we have been collecting from such consumers since our inception. We may use this data to support future growth by cross-marketing products and delivering potential additional customers to merchants who may not have been able to source those customers themselves. As of December 31, 2017, we had 1.6 million cumulative consumer accounts, representing an increase of 45% over 1.1 million as of December 31, 2016.

Factors Affecting our Performance

Growth in Active Merchants and Transaction Volume. Growth trends in active merchants and transaction volume are critical variables directly affecting our revenue and financial results. Both factors influence the number of loans funded on our platform and, therefore, the fees that we earn and the per unit cost of the services that we provide. Growth in active merchants and transaction volume will depend on our ability to retain our existing platform participants, add new participants and expand to new industry verticals. To support our efforts to increase our network of merchants, we expanded our sales and marketing groups, which focus on merchant acquisition, from 37 full-time-equivalents as of December 31, 2015 to 114 as of December 31, 2017.

Increasing Bank Partner Commitments. Bank Partner funding commitments are integral to the success of our program. Our ability to increase transaction volume and expand our loan servicing portfolio is dependent on securing sufficient commitments from our Bank Partners and adding new Bank Partners to our program. As of December 31, 2017, we had approximately $8.0 billion of total committments from our Bank Partners, of which $2.7 billion were unused, and which should be sufficient to fund more than one year of originations based on an average rolling 12 months of origination volume. Our efforts to grow existing commitments from our Bank Partners and to attract new Bank Partners to our program is an integral part of our strategy.

Performance of the Loans our Bank Partners Originate. While our Bank Partners bear substantially all of the credit risk on their wholly-owned loan portfolios, Bank Partner net credit losses and prepayments impact our profitability as follows:

•

Our contracts with our Bank Partners entitle us to incentive payments when the finance charges billed to borrowers exceed the sum of an agreed-upon portfolio yield, a fixed servicing fee and realized net credit losses. This incentive payment varies from month to month, primarily due to the amount of realized net credit losses.

•

With respect to deferred interest loans, we bill the consumer for interest throughout the deferred interest promotional period, but the consumer is not obligated to pay any interest if the loan is repaid in full before the end of the promotional period. We are obligated to remit this accumulated billed interest to our Bank Partners to the extent the loan principal balances are paid off within the promotional periods (each event, a “finance charge reversal” or “FCR”) even though the interest billed to the consumer is reversed. Our maximum FCR liability is limited to the gross amount of finance charges billed during promotional periods, offset by the collection of incentive payments from our Bank Partners during such periods. The difference between the cash collected from the incentive payments and the cash to be remitted on a future date to settle our FCR liability impacts our profitability. Our FCR liability quantifies our expected future obligation to remit billed interest with respect to deferred interest loans.

•

If net credit losses exceed an agreed-upon threshold, we make limited payments to our Bank Partners. Our maximum financial exposure is contractually limited to the escrow that we establish with each Bank Partner, which typically represents 1% of loans originated up to a maximum of 1% of the principal of the Bank Partner’s portfolio balance. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets.

For further discussion of our sensitivity to the credit risk exposure of our Bank Partners, see “Quantitative and Qualitative Disclosure About Market Risk—Credit Risk.”

General Economic Conditions and Industry Trends. Our results of operations are impacted by the relative strength of the overall economy and its effect on unemployment, consumer spending behavior and consumer demand for our merchants’ products and services. As general economic conditions improve or deteriorate, the amount of disposable income consumers have tends to fluctuate, which in turn impacts consumer spending levels and the willingness of consumers to take out loans to finance purchases. Specific economic factors such as interest rate levels, changes in monetary and related policies, market volatility, consumer confidence and, particularly, unemployment rates also influence consumer spending and borrowing patterns. In addition, trends within the industry verticals in which we operate affect consumer spending on the products and services our merchants offer in those industry verticals. For example, the strength of the national and regional real estate markets and trends in new and existing home sales impact demand for home improvement goods and services and, as a result, the volume of loans originated to finance these purchases. In addition, trends in healthcare costs, advances in medical technology, and increasing life expectancy are likely to impact demand for elective medical procedures and services.

Seasonality. Our operating results can vary from quarter to quarter as a result of seasonality in consumer spending and payment patterns. Our revenue growth generally is higher during the second and third quarters of the year as the weather improves, the residential real estate market becomes more active and consumers begin home improvement projects. During these periods, we tend to experience increased loan applications and, in turn, transaction volume. Alternatively, our revenue growth generally slows during the first and fourth quarters of the year, as consumer spending on home improvement projects tends to slow leading up to the holiday season and through the winter months. As a result, growth in loan applications and transaction volume also tends to slow during these periods. Unlike the home improvement vertical, the elective healthcare vertical is less susceptible to quarter to quarter seasonality, as the volume of elective heathcare procedures tends to remain relatively constant throughout the year. Our seasonality trends may vary in the future as we introduce our program to new industry verticals and we become less concentrated in the home improvement industry.

The origination related and finance charge reversal components of our cost of revenue also are subject to these same seasonal factors, while the servicing related component of cost of revenue, in particular customer service staffing, printing and posting costs, is not as closely correlated to seasonal volume patterns. As transaction volume increases, the transaction volume related personnel costs, as well as costs related to credit and identity verification, among other activities, increase as well. Further, costs related to finance charge reversals are positively correlated to transaction volume in the same period of the prior year. As prepayments on deferred interest loans, which trigger finance charge reversals, typically are highest towards the end of the promotional period, and promotional periods are most commonly 12, 18 and 24 months, finance charge reversal settlements follow a similar seasonal pattern as transaction volumes over the course of a calendar year.

Components of Results of Operations

Revenue

We generate a substantial majority of our revenue from transaction fees paid by merchants each time a consumer utilizes our platform to finance a purchase and, to a lesser extent, from fixed servicing fees on Bank Partner loans.

Transaction fees. We earn a specified transaction fee in connection with each purchase made by a consumer based on a loan’s terms and promotional features. Transaction fees are billed to, and collected directly from, the merchant and are considered to be earned at the time of the merchant’s transaction with the consumer. We also may earn a specified interchange fee in connection with purchases where payments are processed through a credit card payment network. Transaction fees constitute the majority of our revenues, accounting for approximately 86% of our revenues for the year ended December 31, 2017.

Servicing and other. Servicing fees are derived from providing professional services to manage loan portfolios on behalf of our Bank Partners. We are entitled to collect servicing fees as part of the servicing agreements with our Bank Partners, which are paid monthly based upon an annual fixed percentage of the outstanding Bank Partner loan portfolio balance.

Cost of Revenue (exclusive of depreciation and amortization expense)

Origination and servicing costs. Origination and servicing costs consist primarily of compensation and benefits related to activities such as customer service and merchant underwriting. In addition, we incur processing fees on each transaction processed by our third-party transaction processor, costs for printing and postage related to consumer statement production and other costs related to consumer application review. We expect our origination and servicing related costs to decrease on a per unit basis as we realize greater economies of scale and the benefits of investments in these functions over the past few years.

Fair value change in FCR liability. Deferred interest loan products, which historically have represented a substantial portion of our transaction volume, have a feature whereby the consumer borrower is provided a promotional period to repay the loan principal balance in full without incurring finance charges. We bill interest accrued on the loan each month to the consumer throughout the promotional period and, if the loan is repaid in full before the end of the promotional period, the interest billed to the consumer is reversed. Under the terms of our contracts with our Bank Partners, we are obligated to remit this reversed billed interest to the Bank Partners.

The monthly billing of interest on deferred interest loan products triggers a potential future FCR liability for us, which qualifies as an embedded derivative. Fair value changes reflect the increase or decrease in our expected obligation to return billed interest to our Bank Partners in the future. Fair value changes in the FCR liability are partially offset by the receipt of monthly incentive payments from Bank Partners during the promotional period, which vary from month to month.

Our total FCR liability is recorded in our Consolidated Balance Sheets and is calculated at the end of each period as the following:

•

FCR liability beginning balance, plus

•

Receipts, which are comprised of, first, incentive payments from Bank Partners and, second, transfers of rights to previously charged-off loan receivables (“Charged-Off Receivables”) in exchange for cash. Incentive payments from Bank Partners are the surplus of finance charges billed to borrowers over an agreed-upon portfolio yield, a fixed servicing fee and realized net credit losses. Transfers of Charged-Off Receivables are cash payments we receive from third party investors for recovery interests in previously charged-off Bank Partner loans; minus

•

Settlements, which represent the remittance of previously billed, but uncollected, finance charges for loans that were paid off within the promotional period, plus

•

Fair value change in FCR liability, which represents an estimate of future settlements, equals

•

FCR liability ending balance

See Notes 1 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information on our FCR liability, including an illustration of the sensitivity of the fair value of our FCR liability to changes in the finance charge reversal rate and “Quantitative and Qualitative Disclosures about Market Risk—Credit risk” for additional information on the sensitivity of the fair value of our FCR liability to portfolio net credit losses.

Operating Expenses

Compensation and benefits. Compensation and benefits expenses primarily consist of salaries, benefits and share-based compensation for executive, information technology, sales and marketing, finance, legal, human resources, product management and other overhead-related activities.

Sales and marketing. Sales and marketing expenses, which exclude compensation and benefits, primarily relate to promotional activities and travel related expenses. The majority of our

sales and marketing spend is “business-to-business” related, as we primarily attract new merchants to our program through trade shows, on-site visits with prospective merchants and other means.

Property, office and technology. Property, office and technology expenses primarily relate to technology, telecommunications and rent expense. These costs also include maintenance and security expenses associated with our facilities, as well as expenses related to phone and internet usage.

Depreciation and amortization. Depreciation and amortization expense is related to capitalizable computer hardware, furniture and leasehold improvements, as well as software, which is primarily internally developed. Computer hardware and software are expensed over three years, furniture is expensed over five years, and leasehold improvements are expensed over the shorter of the expected life of the asset or the remaining lease term.

General and administrative. General and administrative expenses primarily consist of legal, accounting, consulting and investment banking fees, recruiting and travel costs, as well as Bank Partner escrow expenses. We establish an escrow with each of our Bank Partners (typically 1% of loans originated up to a maximum of 1% of the principal of the Bank Partner’s portfolio balance) that is available to offset certain net credit losses. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets.

Related party expenses. Related party expenses primarily consist of rent expense, as we lease office space from a related party. In addition, we make equity-based payments to certain related parties.

Results of Operations

The following table summarizes our historical Consolidated Statement of Operations data:


	Year ended December 31,
	2017				2016			2015
	(dollars in thousands, except per unit data)
Revenue
Transaction fees		$	278,958			$	228,446		$	152,678
Servicing and other			46,929				35,419			20,779

Total revenue			325,887				263,865			173,457

Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145			36,506
Compensation and benefits			54,650				39,836			27,738
Sales and marketing			2,198				1,085			861
Property, office and technology			10,062				8,000			4,283
Depreciation and amortization			3,983				3,708			2,356
General and administrative			14,876				10,602			7,071
Related party expenses			4,811				1,678			1,536

Total costs and expenses			180,288				144,054			80,351

Operating profit			145,599				119,811			93,106
Other income/(expense), net			(6,931	)			4,653			713

Net income		$	138,668			$	124,464		$	93,819

Net income attributable to participating interests			35,449				25,233			17,594

Net income attributable to Class A unit holders		$	103,219			$	99,231		$	76,225

Earnings per unit attributable to Class A unit holders:
Basic		$	7.74			$	7.44		$	5.72

Diluted		$	7.49			$	7.19		$	5.54

Pro forma net income attributable to Class A unit holders ⁽¹⁾		$	63,576			$	60,884		$	47,898

Pro forma earnings per unit attributable to Class A unit holders:
Basic		$	4.77			$	4.57		$	3.59

Diluted		$	4.62			$	4.41		$	3.48

(1)

Pro forma net income represents net income attributable to Class A unit holders adjusted for income tax expense. Pro forma net income and pro forma earnings per unit attributable to Class A unit holders are supplemental measures of operating performance that do not represent, and should not be considered alternatives to, net income and earnings per unit attributable to Class A unit holders, as determined by GAAP. A reconciliation of pro forma net income to net income, the most directly comparable GAAP measure, is set forth below.


	Year ended December 31,
	2017			2016			2015
	(dollars in thousands)
Numerator:
Net income attributable to Class A unit holders		$	103,219		$	99,231		$	76,225
Pro forma income tax expense attributable to Class A unit holders ⁽¹⁾			39,643			38,347			28,327

Pro forma net income attributable to Class A unit holders		$	63,576		$	60,884		$	47,898

(1)

Represents the tax effect of corporate income taxes with respect to our allocable share of any taxable income or loss generated by GS Holdings, at assumed effective tax rates of 38.41%, 38.64% and 37.16% for 2017, 2016 and 2015, respectively. Amounts include provisions for United States federal income taxes, assuming the highest statutory rates apportioned to each applicable state and local jurisdiction. See Note 2 to the Consolidated Financial Statements of GS Holdings included in this prospectus for a description of how we compute basic and diluted earnings per unit attributable to Class A unit holders.

Years Ended December 31, 2017, 2016 and 2015

Revenue


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Transaction fees		$	278,958		$	228,446		$	152,678		$	50,512		22	%		$	75,768		50	%
Servicing and other			46,929			35,419			20,779			11,510		32	%			14,640		70	%

Total revenue		$	325,887		$	263,865		$	173,457		$	62,022		24	%		$	90,408		52	%

2017 Compared to 2016. Total revenue increased $62.0 million, or 24%, in 2017 compared to 2016. The increase was primarily due to a 22% increase in transaction fee revenue from $228.4 million in 2016 to $279.0 million in 2017. Transaction fee revenue grew due to a 31% increase in transaction volume, offset by a decrease in transaction fees earned per dollar originated to 7.40% in 2017 from 7.93% in 2016. Transaction fee rates vary based on the financing terms selected by consumers at the point of sale and, in general, loans with higher annual percentage yields carry lower transaction fee rates. In 2017, we facilitated a larger volume of loans with higher annual percentage yields than we did in 2016, resulting in the decrease in transaction fees earned per dollar originated.

The increase in servicing and other revenue was primarily attributable to an increase in our loan servicing portfolio, which grew 41% in size from 2016 to 2017. We earn fixed servicing fees from our Bank Partners on this portfolio.

2016 Compared to 2015. Total revenue increased $90.4 million, or 52%, in 2016 compared to 2015. The increase was primarily due to a 50% increase in transaction fee revenue from $152.7 million in 2015 to $228.4 million in 2016. Transaction fee revenue grew due to a 39% increase in transaction volume combined with an increase in transaction fees earned per dollar originated to 7.93% in 2016 compared to 7.35% in 2015.

The increase in servicing and other revenue was primarily attributable to an increase in our loan servicing portfolio, which grew 50% in size from 2015 to 2016. The period over period increase in servicing and other was also driven by more Bank Partners paying us a fixed servicing fee during 2016 as compared to 2015.

Cost of revenue (exclusive of depreciation and amortization expense)


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Origination related		$	21,292		$	19,094		$	13,185		$	2,198		12	%		$	5,909		45	%
Servicing related			25,121			18,548			14,051			6,573		35	%			4,497		32	%
Fair value change in FCR liability			43,295			41,503			9,270			1,792		4	%			32,233		348	%

Total cost of revenue (exclusive of depreciation and amortization expense)		$	89,708		$	79,145		$	36,506		$	10,563		13	%		$	42,639		117	%

Origination related

2017 compared to 2016. Origination related expenses increased $2.2 million, or 12%, in 2017 compared to 2016. These expenses increased to support our 31% year over year transaction volume growth and primarily included the cost of our customer service staff that supports Bank Partner loan originations. Origination related expenses also included costs of credit and identity verification, loan document delivery and transaction pricing.

2016 compared to 2015. Origination related expenses increased $5.9 million, or 45%, in 2016 compared to 2015. These expenses increased to support our 39% year over year transaction volume growth. They primarily included the cost of our customer service staff that supports Bank Partner loan originations, including hiring additional customer service staff.

Servicing related

2017 compared to 2016. Servicing related expenses increased $6.6 million, or 35%, in 2017 compared to 2016. These expenses increased to support our 41% year over year loan servicing portfolio growth. They primarily included the cost of our personnel (including dedicated call center personnel), printing and postage.

2016 compared to 2015. Servicing related expenses increased $4.5 million, or 32%, in 2016 compared to 2015. These expenses increased to support our 50% year over year loan servicing portfolio growth. They primarily included the cost of our personnel (including dedicated call center personnel), printing and postage.

Fair value change in FCR liability

A calculation of our FCR liability for 2015 through 2017 is included below, which highlights the activity in each subsequent year that drove the increases in the fair value change in FCR liability included in our cost of revenue.


	December 31,
	2017				2016				2015
	(dollars in thousands)
Beginning balance		$	68,064			$	49,459			$	27,906
Receipts			109,818				79,508				80,826
Settlements			(127,029	)			(102,406	)			(68,543	)
Fair value change in FCR liability			43,295				41,503				9,270

Ending balance		$	94,148			$	68,064			$	49,459

2017 Compared to 2016. FCR related receipts were $109.8 million in 2017, an increase of $30.3 million, or 38%, compared to 2016. Receipts were comprised primarily of incentive payments from Bank Partners, which grew commensurate with our 41% year-over-year loan servicing portfolio growth, offset by higher Bank Partner credit losses. Receipts in 2017 also included $19.0 million of cash proceeds from transfers of Charged-Off Receivables to third party investors. Through December 2017, our servicing efforts on behalf of our third party and Bank Partner investors resulted in recovery of $3.0 million of the aggregate unpaid balance on these transferred Charged-Off Receivables, which were passed on to the investors and, therefore, had no impact on our 2017 Consolidated Statement of Operations.

Settlements, which represent the remittance to our Bank Partners of previously billed, but uncollected finance charges for loans that were paid off within the promotional period, increased $24.6 million, or 24%, in 2017 compared to 2016. Settlement activity increased primarily as a result of continued growth in deferred interest loan product originations.

Fair value change in FCR liability increased $1.8 million, or 4%, in 2017 compared to 2016. As of December 31, 2017, we had $115.5 million of billed finance charges on loans in promotional status, an increase of $32.0 million, or 38%, compared to $83.5 million as of December 31, 2016. Further, our assumed weighted average future reversal rate on these billed finance charges was 89.0% as of December 31, 2017, a modest increase from 88.3% as of December 31, 2016, which

was reflective of the continued strong correlation between the high credit and income quality of our consumers and their propensity to pay off loans during their promotional periods.

2016 Compared to 2015. FCR related receipts were $79.5 million in 2016, a decrease of $1.3 million, or 2%, in 2016 compared to 2015. Receipts were comprised entirely of incentive payments from Bank Partners. The decrease was reflective of higher Bank Partner credit losses in 2016 as compared to 2015, which reduce incentive payments from Bank Partners.

Settlements increased $33.9 million, or 49%, in 2016 compared to 2015, primarily as a result of growth in deferred interest loan product originations.

Fair value change in FCR liability increased $32.2 million, or 348%, in 2016 compared to 2015. As of December 31, 2016, we had $83.5 million of billed finance charges on loans in promotional status, an increase of $21.2 million, or 34%, compared to $62.3 million as of December 31, 2015. Further, our assumed weighted average future reversal rate on these billed finance charges was 88.3% as of December 31, 2016, an increase over 86.0% as of December 31, 2015, which was reflective of a trend of an increased percentage of customers paying off their loan balances in full during the promotional period, particularly as originations of deferred interest products with longer deferred interest periods increased.

We anticipate that cost of revenue will increase for the foreseeable future as we expand our capacity to support increased loan origination volume and increasing loan servicing portfolio. Further, because deferred interest loan products will continue to be an important loan offering by our Bank Partners and merchants to consumers, we expect increased fair value additions to our FCR liability.

Compensation and benefits


	Year ended December 31,								2017 vs. 2016						2016 vs. 2015
	2017		2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Compensation and benefits		$54,650		$	39,836		$	27,738		$	14,814		37	%		$	12,098		44	%

2017 Compared to 2016. Compensation and benefits expense increased $14.8 million, or 37%, in 2017 compared to 2016. The increase was primarily driven by increased headcount. Headcount for employees not included in cost of revenue averaged 346 in 2017 compared to 263 in 2016, an increase of 32%. Management expects compensation and benefits to increase in 2018 compared to 2017 as we continue to add headcount, particularly in our sales and marketing and technology functions.

Included in compensation and benefits expense is share-based compensation expense. See Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus for discussion of unrecognized compensation costs related to non-vested Unit Options as of December 31, 2017 and the weighted average remaining service period over which those costs will be recognized, which will impact compensation and benefits expense in future periods.

2016 Compared to 2015. Compensation and benefits expense increased $12.1 million, or 44%, in 2016 compared to 2015. The increase was primarily driven by increased headcount. Headcount for employees not included in cost of revenue averaged 263 in 2016 compared to 184 in 2015, an increase of 43%. The largest headcount increases were in the sales and marketing and technology functions.

Sales and marketing


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Sales and marketing		$	2,198		$	1,085		$	861		$	1,113		103	%		$	224		26	%

2017 Compared to 2016. Sales and marketing expense increased $1.1 million, or 103%, in 2017 compared to 2016. The increase was primarily due to an increase in trade show and travel expenses and expenses unique to 2017 related to increased digital marketing efforts. We expect sales and marketing expenditures to become more significant in 2018 as we work to further increase brand recognition, communicate our program benefits to new and prospective merchants and further develop our direct-to-consumer strategy.

2016 Compared to 2015. Sales and marketing expense increased $0.2 million, or 26%, in 2016 compared to 2015. The increase was primarily due to an increase in trade show expenses.

Property, office and technology


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Property, office and technology		$	10,062		$	8,000		$	4,283		$	2,062		26	%		$	3,717		87	%

2017 Compared to 2016. Property, office and technology expense increased $2.1 million, or 26%, in 2017 compared to 2016. The increase was primarily driven by increases of $1.4 million in hosting and software licensing and subscription costs, $0.3 million in external software development and consulting and $0.2 million in rent expense.

2016 Compared to 2015. Property, office and technology expense increased $3.7 million, or 87%, in 2016 compared to 2015. The increase was primarily driven by increases of $1.3 million in external software development and software maintenance costs, $0.8 million in software licenses and $0.9 million in rent expense. The increase was additionally attributable to expenses related to enterprise hosting services and computer hardware.

Depreciation and amortization


	Year ended December 31,									2017 vs. 2016							2016 vs. 2015
	2017			2016			2015			$ Change				% Change			$ Change			% Change
	(dollars in thousands)
Depreciation		$	2,149		$	1,757		$	830		$	392			22	%		$	927		112	%
Amortization			1,834			1,951			1,526			(117	)		(6	)%			425		28	%

Total depreciation and amortization		$	3,983		$	3,708		$	2,356		$	275			7	%		$	1,352		57	%

2017 Compared to 2016 . Total depreciation and amortization expense increased $0.3 million or 7%, in 2017 compared to 2016. The increase was driven by increases in computer hardware and leasehold improvement spend to support our growing infrastructure needs over the past year. The slight decline in amortization expense in 2017 compared to 2016 was primarily attributable to a decline in capitalized information technology projects.

2016 Compared to 2015. Total depreciation and amortization expense increased $1.4 million, or 57%, in 2016 compared to 2015. The increase was driven by increased infrastructure expenses, as well as increased capitalization of internally-developed software costs.

General and administrative


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
General and administrative		$	14,876		$	10,602		$	7,071		$	4,274		40	%		$	3,531		50	%

2017 Compared to 2016. General and administrative expense increased $4.3 million, or 40%, in 2017 compared to 2016. The increase was due in part to a $1.0 million increase in financial advisory fees paid in connection with increasing one of our Bank Partner funding commitments. Further, an increase of $2.8 million year over year was attributable to legal and accounting fees primarily incurred in preparation of becoming a public company. Lastly, escrow expense related to our Bank Partner relationships increased $2.0 million year over year due to declines in Bank

Partner loan credit performance. These costs were offset by a decrease in compliance costs primarily related to a $1.0 million one-time state licensing requirement in 2016.

2016 Compared to 2015. General and administrative expense increased $3.5 million, or 50%, in 2016 compared to 2015. The increase was primarily due to a $1.0 million increase in compliance costs associated with a one-time state licensing requirement, a $0.9 million increase in the provision for doubtful accounts receivable, which rose due to higher write-offs, a $0.4 million increase in escrow expense related to our Bank Partner relationships, as well as increases in certain personnel-related costs, including recruiting fees and meals and travel expenses, which were positively correlated with our growing workforce.

Related party expenses


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Related party expenses		$	4,811		$	1,678		$	1,536		$	3,133		187	%		$	142		9	%

2017 Compared to 2016. Related party expenses increased $3.1 million, or 187%, in 2017 compared to 2016. The increase was primarily driven by $2.6 million in fees due to an affiliate of one of the members of the board of managers in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the term loan and, therefore, were expensed as incurred, rather than deferred against the term loan balance. Further, rent expense increased $0.4 million related to a slight increase in the amount of space that we lease from a related party to accommodate our growing workforce.

2016 Compared to 2015. Related party expenses increased $0.1 million, or 9%, in 2016 compared to 2015. Related party expenses in 2016 were relatively flat compared to 2015 due to minimal incremental activity associated with our premises leased from a related party.

Other income/(expense), net


	Year ended December 31,												2017 vs. 2016							2016 vs. 2015
	2017				2016				2015				$ Change				% Change			$ Change				% Change
	(dollars in thousands)
Interest income		$	5,180			$	7,302			$	1,912			$	(2,122	)		(29	)%		$	5,390			282	%
Interest expense			(7,536	)			—				—				(7,536	)		N/A				—			—
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)			(1,926	)		73	%			(1,450	)		121	%

Total other income/(expense), net		$	(6,931	)		$	4,653			$	713			$	(11,584	)		N/A			$	3,940			553	%

2017 Compared to 2016. We had total other expense, net of $6.9 million in 2017 compared to total other income, net of $4.7 million in 2016, a change of $11.6 million. The change was largely driven by interest expense incurred in 2017 related to the term loan, which was established in 2017, and Credit Facility (as defined below), which was both established and terminated in 2017. See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information regarding our borrowings. The decrease in interest income for 2017 compared to 2016 was largely driven by a lower average balance of loan receivables held for sale combined with lower average annual percentage yield. Loan receivables held for sale averaged $88.9 million in 2017 compared to $90.6 million in 2016, a 2% decrease, and average annual percentage yield on loan receivables held for sale was 5.80% in 2017 compared to 7.99% in 2016, a 27% decrease. Further, the increase in other losses was primarily driven by a loss of $2.1 million in 2017 related to the impacts of the initial recognition of, and subsequent fair value changes in, our servicing liabilities associated with transfers of Charged-Off Receivables, which were new in 2017.

2016 Compared to 2015. Total other income, net increased $3.9 million in 2016 compared to 2015. The change was largely driven by an increase in interest income partially offset by an increase in other losses. The increase in interest income was primarily related to a higher average

balance of loan receivables held for sale, partially offset by lower average annual percentage yield. Loan receivables held for sale averaged $90.6 million in 2016 compared to $16.0 million in 2015, a 466% increase, while average annual percentage yield on loan receivables held for sale was 7.99% in 2016 compared to 11.50% in 2015, a 31% decrease. The increase in other losses was primarily driven by higher credit losses on loan receivables held for sale during 2016 compared to 2015.

Liquidity and Capital Resources

Our principal source of liquidity is cash generated from operations. Cash and restricted cash totaled $353.8 million as of December 31, 2017, an increase of $125.7 million from December 31, 2016. Restricted cash, which had a balance of $129.2 million as of December 31, 2017, is not available to GreenSky to fund operations or for general corporate purposes. The most significant cash flow activities for the year ended December 31, 2017 consisted of $160.4 million of cash generated from operations, partially offset by $4.1 million of cash used for capital expenditures and $30.6 million of cash used for financing activities, highlighted by our term loan and Class C unit transactions, offset by distributions to members.

Our short-term liquidity needs primarily include funding Bank Partner escrow balances and interest payments on our term loan. We currently generate sufficient cash from our operations to meet these short-term needs. Additionally, we have a $100 million revolving loan facility that is available to supplement our cash from operations in satisfying our short-term liquidity needs. We currently anticipate that our available funds, including our revolving loan facility and cash flow from operations, will be sufficient to meet our operational cash needs for the foreseeable future.

GreenSky, Inc. is a holding company with no operations of our own and, as such, we will depend on our subsidiaries for cash to fund all of our operations and expenses. We will depend on the payment of distributions by our current and future subsidiaries, including GS Holdings and GSLLC, and such distributions may be restricted as a result of regulatory restrictions, state law regarding distributions by a limited liability company to its members, or contractual agreements, including agreements governing their indebtedness. For a discussion of those restrictions, see “Risk Factors—Risks Related to Our Organizational Structure—We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.”

In particular, the Credit Agreement relating to GS Holdings’ term loan and revolving loan facility contains certain negative covenants prohibiting GS Holdings and GSLLC from making cash dividends or distributions unless certain financial tests are met. In addition, while there are exceptions to these prohibitions, such as an exception that permits GS Holdings to pay our operating expenses, these exceptions apply only when there is not a default under the Credit Agreement. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.

Cash flows

We prepare our Consolidated Statements of Cash Flows using the indirect method, under which we reconcile net income to cash flows provided by/(used in) operating activities by adjusting net income for those items that impact net income, but may not result in actual cash receipts or payments during the period. The following table provides a summary of our operating, investing and financing cash flows for the periods indicated.


	Year ended December 31,
	2017				2016				2015
	(dollars in thousands)
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities		$	160,394			$	121,943			$	118,173
Net cash used in investing activities		$	(4,135	)		$	(4,666	)		$	(3,251	)
Net cash provided by/(used in) financing activities		$	(30,535	)		$	725			$	(40,487	)

Our restricted cash balance totaled $129.2 million as of December 31, 2017 and was comprised of three components: $61.5 million represented the amounts that we have escrowed with

Bank Partners as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses; $41.2 million represented an additional restricted cash balance that we maintained for certain Bank Partners related to our FCR liability; and $26.5 million represented certain custodial in-transit loan funding and consumer borrower payments that we were restricted from using for our operations. The restricted cash balances related to our FCR liability and our custodial balances were not included in our evaluation of restricted cash usage, as these balances are not held as part of a financial guarantee arrangement. See Note 11 to the Consolidated Financial Statements of GS Holdings included in this prospectus for further discussion of restricted cash held as escrow with Bank Partners.

Cash provided by operating activities

Year ended December 31, 2017 vs. 2016. Cash flows provided by operating activities were $160.4 million during 2017 compared to $121.9 million in 2016. Net income of $138.7 million and $124.5 million for 2017 and 2016, respectively, was adjusted for certain non-cash items of $11.8 million and $6.2 million, respectively, which were predominantly related to depreciation, amortization, equity-based expense and, for 2017, the fair value change in our servicing liabilities. Sources of operating cash in 2017 and 2016 were primarily driven by earnings and increases in our FCR liability of $26.1 million and $18.6 million, respectively. The increases year over year were driven largely by increases in promotional loans. Further, we had lower purchases of loan receivables held for sale in 2017 as compared to 2016, which is reflective of the expansion of our Bank Partner network and their credit policies. An additional source of cash in 2017 was from Bank Partner settlements.

Year ended December 31, 2016 vs. 2015. Cash flows from operating activities of $121.9 million in 2016 and $118.2 million in 2015 primarily resulted from net income of $124.5 million and $93.8 million, respectively, adjusted for certain non-cash items of $6.2 million and $3.7 million, respectively, which predominantly were related to depreciation, amortization and equity-based expense. A source of cash during both 2016 and 2015 was related to increases in our FCR liability of $18.6 million and $21.6 million, respectively.

An additional source of cash in 2016 was related to the collection of deposits of $5.8 million compared to a use of cash related to deposits of $1.1 million in 2015. During 2015, we posted a $5.8 million deposit with our transaction processor, which served as pre-funding for Bank Partner transactions that had been processed by the transaction processor, but not yet funded by the Bank Partners. Starting in 2016, the Bank Partners provided the requisite funding to our transaction processor to cover the initial funding of processed transactions and, thus, the Company recorded no deposit balance as of December 31, 2016 related to this arrangement.

Lastly, the $4.3 million year-over-year increase in cash provided from other liabilities primarily related to increases in accrued rebates of $2.6 million, deferred lease liabilities of $1.0 million and accrued compensation of $1.5 million.

In 2016, these increases were partially offset by a use of cash of $39.4 million related to loan receivables held for sale purchases compared to a source of cash from loan receivables held for sale of $3.4 million in 2015. The increased use of cash in 2016 was indicative of increased origination volume on our platform of 39% period over period, as well as the introduction of material new loan products during the period.

Cash used in investing activities

Cash used in investing activities was $4.1 million in 2017, $4.7 million in 2016 and $3.3 million in 2015. Detail of the expenditures is included below for each year.


	Year ended December 31,
	2017			2016			2015
	(in millions)
Computer hardware		$	0.8		$	1.4		$	0.9
Leasehold improvements			0.5			1.7			0.2
Furniture			0.5			0.5			0.4
Software			2.3			1.1			1.8

Purchases of property, equipment and software		$	4.1		$	4.7		$	3.3

Cash expenditures on computer hardware in each year is primarily reflective of our increasing headcount. The higher spend in 2016 was primarily related to our new corporate office space. Likewise, the higher spend on leasehold improvements in 2016 was related to the build out of our new corporate office space, as well as an additional build out of space at our operational center and technology locations in Georgia. Cash expenditures on software in all years was mostly capitalized cost related to internally-developed software. The higher software spend in 2017 consisted primarily of improvements to our customer payment experience and development of our capability to interact directly with customers.

Cash provided by/(used in) financing activities

Our financing activities in the periods presented consisted of equity and debt related transactions and member distributions. Member tax distributions typically are based on the minimum required estimated tax payments that our members are expected to have to make during any given period and typically are paid in January, April, June and September of each year. Special distributions are also possible, two of which occurred in 2017.

Year ended December 31, 2017 vs. 2016. We had net cash used in financing activities of $30.6 million in 2017 compared to net cash provided by financing activities of $0.7 million in 2016. During 2017, proceeds from our term loan of $346.5 million were offset by payment of debt issuance costs of $7.9 million. Further, we made distributions to members of $561.9 million in 2017, of which $490.6 million represented special distributions from available term loan proceeds and distributable cash on hand and $71.3 million represented member tax distributions. Finally, we issued Class C-1 preferred units that generated net proceeds of $194.4 million in 2017. During 2016, we issued Class C-2 preferred units that generated net proceeds of $48.2 million. In addition, we made member tax distributions of $46.9 million in 2016.

Year ended December 31, 2016 vs. 2015. We had net cash provided by financing activities of $0.7 million in 2016 compared to net cash used in financing activities of $40.5 million in 2015. During 2016, we issued Class C units that generated net proceeds of $48.2 million. In addition, we made member tax distributions of $46.9 million in 2016. The remaining activity related to a $0.6 million redemption from terminated employees of Class A units during the period. During 2015, we issued Class A units that generated gross proceeds of $10.0 million, which were used to redeem Class A units on a pro rata basis and to pay certain transaction-related costs. Also during the period, we used $1.0 million to redeem Class A units from terminated employees. Finally, we paid member tax distributions of $39.5 million in 2015.

Term loan and revolving loan facility

On August 25, 2017, GS Holdings entered into a Credit Agreement with a group of lenders, which was amended on March 29, 2018 (as amended, the “Credit Agreement”). The Credit Agreement provides for a $400 million term loan, the proceeds from which were used, in large part, to settle the outstanding principal balance on the $350 million term loan previously executed under the Credit Agreement in August 2017, and maintains a $100 million revolving loan facility. The

facilities are guaranteed by GS Holdings’ significant subsidiaries, including GSLLC, and are secured by liens on substantially all of the assets of GS Holdings and the guarantors. Interest on the loans can be based either on a “Eurodollar rate” or a “base rate” and fluctuates dependent upon a “first lien net leverage ratio.” The Amended Credit Agreement contains a variety of covenants, certain of which are designed to limit the ability of GS Holdings to make distributions on, or redeem, its equity interests unless, in general, either (a) its “first lien net leverage ratio” is no greater than 2.00 to 1.00, or (b) the funds used for the payments come from certain sources (such as retained excess cash flow and the issuance of new equity) and its “total net leverage ratio” is no greater than 3.00 to 1.00. In addition, during any period when 25% or more of our revolving facility is utilized, it is required to maintain a “first lien net leverage ratio” no greater than 3.50 to 1.00. There are various exceptions to these restrictions including, for example, exceptions that enable us to pay our operating expenses and to make certain tax distributions. The $400 million term loan matures on March 29, 2025, and the revolving facility matures on March 29, 2023.

The proceeds from the $350 million term loan previously executed under the Credit Agreement in August 2017, along with $7.9 million of cash, were set aside for a subsequent $346.5 million payment (which will occur in stages) to certain equity holders and a related party. With the exception of the payments to the related party, which are related party expenses, the payments will be accounted for as member distributions. As of December 31, 2017, $337.2 million of the reserved payment was paid in cash and the remaining portion of the reserved payment was included in other liabilities and related party liabilities in the Consolidated Balance Sheets. The revolving loan facility was not drawn as of December 31, 2017, and is available to fund future needs of GS Holdings’ business.

See Note 7 and Note 15 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

Credit facility

In February 2017, we entered into a two-year, $50.0 million revolving credit facility (the “Credit Facility”), which was expandable, upon our request and successful syndication, to $100 million. The proceeds from borrowings under the Credit Facility were expected to be used to fund working capital needs and for general corporate purposes. The interest rates payable on borrowings under the Credit Facility were calculated at either an alternate base rate plus a 1.25% per annum margin or an adjusted LIBOR rate plus a 2.25% per annum margin. We had the ability to request the issuance of letters of credit under the Credit Facility. We made no borrowings under the Credit Facility. The Credit Facility was terminated in August 2017 when we entered into the Credit Agreement relating to our term loan and revolving loan facility, as discussed above.

See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information on that Credit Facility.

Tax Receivable Agreement

Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to GreenSky, Inc. and, therefore, reduce the amount of tax that GreenSky, Inc. otherwise would be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We and GS Holdings will enter into the Tax Receivable Agreement with the TRA Parties, whereby GreenSky, Inc. will agree to pay to those parties 85% of the amount of cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of these increases in tax basis, increases in basis from such payments, deemed interest deductions arising from such payments and certain tax attributes resulting from the merger of the Former Corporate Investors.

Due to the uncertainty of various factors, we cannot estimate with any precision the likely tax benefits we will realize as a result of our purchase of Holdco Units from the Exchanging Members, our acquisition of the equity of the Former Corporate Investors and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement, and the resulting amounts we are likely to pay out to the TRA Parties pursuant to the Tax Receivable Agreement, although we expect that such payments will be substantial. For our current estimate of such amounts, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions, subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments). Any such distributions will then be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the Tax Receivable Agreement. We expect that such distributions will be sufficient to fund both our tax liability and the required payments under the Tax Receivable Agreement.

Charged-Off Receivables

In 2017, we transferred our rights to the proceeds from certain Charged-Off Receivables to third parties and Bank Partners in exchange for a cash payment based on the expected recovery rate of such loan receivables, which consisted primarily of previously charged-off Bank Partner loans. We have no continuing involvement with, and retain no future economic interest in, these Charged-Off Receivables other than performing customary servicing and collection efforts on behalf of the third parties and Bank Partners that purchased the Charged-Off Receivables. Through December 31, 2017, we received an aggregate of $19.4 million in exchange for 100% economic interests in the future recoveries of an aggregate pool of Charged-Off Receivables with an unpaid balance at the time of sale of $201.3 million.

Contractual Obligations

Our principal commitments consisted of obligations under our outstanding term loan and operating leases for equipment and office facilities. The following tables summarize our commitments to settle contractual obligations in cash as of the dates presented.


December 31, 2017	Total			Less than 1 year			1-3 years			3-5 years			More than 5 years
	(in thousands)
Term loan ⁽¹⁾		$	349,125		$	3,500		$	7,000		$	7,000		$	331,625
Interest payments on term loan ⁽²⁾			122,540			18,695			36,825			36,073			30,947
Revolving loan facility fees ⁽³⁾			2,329			500			1,000			829			—
Operating leases ⁽⁴⁾			17,859			3,213			6,983			6,116			1,547

Total contractual obligations		$	491,853		$	25,908		$	51,808		$	50,018		$	364,119

	(1)		The principal balance of the term loan is repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity.
	(2)		Variable interest payments on our term loan are calculated based on the interest rate as of December 31, 2017 and the scheduled maturity of the underlying term loan. As of December 31, 2017, we recorded $49 thousand of accrued interest within other liabilities in our Consolidated Balance Sheets.
	(3)		We are required to pay a quarterly commitment fee at a per annum rate of 0.50% on the sum of (i) the daily unused amount of the revolving loan facility and (ii) the aggregate amount available to be drawn under all outstanding letters of credit. This rate is reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to 1.00.

			Amounts presented assume a 0.50% commitment fee rate, that the entire $100 million revolving loan facility is unused and there are no outstanding letters of credit (the conditions that existed as of December 31, 2017) for the duration of the agreement, which matures on August 25, 2022. For the year ended December 31, 2017, we recognized $334 thousand of commitment fees within interest expense in the Consolidated Statements of Operations, of which $175 thousand was related to the Credit Agreement and $159 thousand was related to the Credit Facility that was terminated in August 2017.
	(4)		Our operating leases are primarily for office space. Certain of these leases contain provisions for rent escalations and/or lease concessions. Rental payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term. However, amounts included herein do not reflect this accounting treatment, as they represent the future contractual lease cash obligations.

The payments that we may be required to make under the Tax Receivable Agreement to the TRA Parties may be significant and are not reflected in the contractual obligations tables set forth above as they are dependent upon future taxable income. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements in the years ended December 31, 2017, 2016 and 2015.

Contingencies

From time to time, we may become a party to civil claims and lawsuits arising in the ordinary course of our business. We record a provision for a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated, which requires management judgment. As of December 31, 2017 and 2016, we were not a party as a defendant to any litigation that we believed was material and did not record any provision for liability during those periods. Should any of our estimates or assumptions change or prove to be incorrect, it could have a material impact on our business.

Recently Issued or Adopted Accounting Standards

See “Recently Issued or Adopted Accounting Standards” in Note 1 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

Critical Accounting Policies and Estimates

Our consolidated financial statements were prepared in conformity with GAAP. The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements around our FCR liability and share-based compensation. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ because of uncertainties associated with estimating the amounts, timing and likelihood of possible outcomes. On an ongoing basis, we evaluate our judgments and estimates that are based upon historical experience and various other assumptions that we believe to be reasonable under the circumstances.

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements of GS Holdings included in this prospectus. The following is a summary of our most critical accounting estimates, which represent those that involve a higher degree of uncertainty, judgment or complexity. Accordingly, these are the policies we believe to be most critical in fully understanding and evaluating our financial condition and results of operations.

Finance charge reversals

We offer certain loan products that have a feature whereby the account holder is provided a promotional period to repay the loan principal balance in full without incurring a finance charge. For these loan products, we bill interest each month throughout the promotional period and, under the terms of the contracts with our Bank Partners, are obligated to remit this billed interest to the Bank Partners if an account holder pays off the loan balance in full within the promotional period. This obligation is partially offset by the receipt of monthly incentive payments from Bank Partners during the promotional period, which vary from month to month. Therefore, the monthly process of billing interest on deferred loan products triggers a potential future FCR liability for us. The FCR component of our Bank Partner contracts qualifies as an embedded derivative.

The FCR liability is carried at fair value on a recurring basis in our consolidated balance sheets and is estimated based on historical experience and management’s expectation of future FCR. The FCR liability is classified within Level 3 of the fair value hierarchy, as the primary component of the price is obtained from unobservable inputs based on our data, reasonably adjusted for assumptions that would be used by market participants.

The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations.

Share-based compensation

We issue Class A unit option awards and profits interests awards to certain employees, and directors and non-employees, which are measured at fair value at the date of grant. We estimate the fair values using the Black-Scholes option pricing model, which requires inputs such as expected term, expected volatility, expected dividend yield and risk-free interest rate. The estimated forfeiture rates of options and profits interests also affect the amount of aggregate compensation expense we will incur. These inputs are subjective and generally require significant analysis and judgment to develop.

For options, we estimate the expected term based on the midpoint between the scheduled vesting and expiration dates of the awards, as we have insufficient historical option exercise experience upon which to reasonably estimate an expected term. For profits interests awards, we determine the expected term to be equivalent to the vesting period. We estimate the expected volatility based on an independent study of publicly-traded peer companies. The risk-free interest rates on options and profits interests awards are based on the yields available on United States Treasury bonds, and the forfeiture rates are primarily derived from our historical data. Lastly, our dividend yield was 0% for the most recent period, as we do not expect to pay dividends.

The following inputs and assumptions were used to value the options granted during the periods presented.


	Year ended December 31,
	2017	2016	2015
Risk-free interest rate	2.03 – 2.23%	1.33 – 2.29%	1.67 – 2.10%
Expected unit volatility	23.90 – 44.40%	40.90 – 44.40%	40.90 – 45.00%
Expected dividend yield	0%	0%	0 – 6.98%
Expected option life (in months)	78	78	72 – 78
Fair value of Class A unit option	$26.86 – $49.92	$32.23 – $50.03	$12.12 – $33.29
Fair value of Class A unit	$92.16 – $120.83	$76.00 – $106.17	$56.49 – $76.00

100

The following inputs and assumptions were used to value the profits interests (limited to profits interests without an associated capped Class A unit option) granted during the periods presented.


	Year ended December 31,
	2017	2016	2015
Risk-free interest rate	1.80 – 2.18%	1.07 – 1.60%	1.67 – 1.70%
Expected unit volatility	23.90 – 24.80%	40.90 – 44.40%	40.90%
Expected dividend yield	0%	0%	0%
Expected option life (in months)	60	60	60
Fair value of profits interests	$22.80 – $40.06	$28.12 – $43.03	$28.86 – $28.90
Fair value of Class A unit	$92.16 – $120.83	$76.00 – $106.17	$56.49 – $76.00

Due to the absence of an active market for our Class A units, the fair value of the Class A units, which are used as an input into the valuation of both our Class A unit options and profits interests granted is determined by our board of managers based on a third-party valuation and input from our management. The valuation of the Class A units is performed by independent valuation specialists when the board of managers believes an event has occurred that may significantly impact the value of our Class A units.

The valuation specialists apply valuation techniques and methods that conform to generally accepted valuation practices and standards established by the American Society of Appraisers in accordance with Uniform Standards of Professional Appraisal Practice. The valuation methodologies and techniques utilized are also consistent with guidance issued by the American Institute of Certified Public Accountants (“AICPA”) in its Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , 2013. They use a number of objective and subjective factors including:

	•		prices at which our Class A units have been bought and sold in third-party, arms-length transactions during 2015. There were no relevant purchases or sales of Class A units during 2016 and 2017;
	•		our capital structure and the prices at which we issued our Class B and Class C units and the relative rights and characteristics of the Class B and Class C units as compared to those of our Class A units;
	•		our results of operations, financial position and our future business plans, which include financial forecasts and budgets;
	•		capital market data on interest rates, yields and rates of return for various investments;
	•		the material risks related to our business, the state of the development of our target markets and the pace of adoption of our platform;
	•		the market performance of publicly traded companies in the financial technology and payment processing sectors;
	•		external market conditions affecting the financial technology sector;
	•		the degree of marketability for the Class A units including contractual restrictions on transfer of the units; and
	•		the likelihood of achieving a liquidity event for the holders of our Class A, Class B and Class C units, profits interests and Class A option holders, such as an initial public offering, given prevailing market conditions.

Valuation of Class A Option and Profits Interests Grants in 2015, 2016 and 2017

Our board of managers granted a total of 268,246, 42,000 and 50,000 Class A unit options with weighted average exercise prices of $58.50, $90.73 and $108.43 per unit in the years ended December 31, 2015, 2016 and 2017, respectively. Additionally, our board of managers granted a total of 1,137,598, 204,500 and 237,464 profits interests at weighted average threshold prices of $76.00, $83.38 and $106.93 per unit in the years ended December 31, 2015, 2016 and 2017,

101

respectively. The exercise and threshold prices were generally based on the prevailing fair value of our Class A units at the time of each share-based grant.

Valuation of Class A Option and Profits Interests Grants in 2017

Our board of managers made the following grants during 2017:


Month	Number of Class A Unit Options		Exercise Price per Share			Number of Profits Interests		Threshold Price per Share
January		3,000		$	106.17		N/A			N/A
April		22,500		$	111.09		2,500		$	111.09
May		6,000		$	113.95		27,000		$	113.95
July		7,500		$	120.83		N/A			N/A
September		6,000		$	92.16		12,500		$	92.16
November		5,000		$	92.16		15,000		$	92.16
December		N/A			N/A		50,000		$	92.16
December		N/A			N/A		130,464		$	114.18

The grant date exercise and threshold prices were generally based on the fair value of our Class A units as of each valuation date, using the probability weighted expected return method (“PWERM”) and option pricing model valuation techniques.

The probability weightings assigned to certain potential exit scenarios were based on management’s expected near-term and long-term funding requirements, review of general initial public offering market trends, review of technology company initial public offering trends, analysis of initial Form S-1 filings versus withdrawn initial public offerings and an assessment of the most attractive liquidation possibilities at the time of the valuation.

The valuations also applied discounts for lack of marketability ranging from 20% to 25% to reflect the fact that there is no market mechanism to sell our Class A units and, as such, the Class A unit option and profits interests holders will need to wait for a liquidity event such as an initial public offering or a sale of our Company to facilitate the sale of their equity awards. In addition, there are contractual transfer restrictions placed on Class A units and profits interests in the event that our Company remains private.

The fair value determined at the grant date is expensed, based on our estimate of awards that will eventually vest, on a straight-line basis over the vesting period. Share-based compensation expense is included within compensation and benefits expense in the Consolidated Statements of Operations.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk, including changes to interest rates, and credit risk.

Interest rate risk

Loans Originated by Bank Partners. The fixed interest rates charged on the loans that our Bank Partners originate are calculated based upon a margin above a market benchmark at the time of origination. Increases in the market benchmark would result in increases in the interest rates on new loans. Increased interest rates may adversely impact the spending levels of our merchants’ customers and their ability and willingness to borrow money. Higher interest rates often lead to higher payment obligations, which may reduce the ability of customers to remain current on their obligations to our Bank Partners and, therefore, lead to increased delinquencies, defaults, customer bankruptcies and charge-offs, and decreasing recoveries, all of which could have a material adverse effect on our business. Further, even though we intend to increase our transaction fee rates in response to rising interest rates, we might not be able to do so rapidly enough (or at all).

Loan Receivables Held for Sale. Changes in U.S. interest rates affect the interest earned on our cash and could impact the market value of loan receivables held for sale. A hypothetical 100 basis points increase in interest rates could result in a decrease of approximately $1.4 million in the carrying value of our loan receivables held for sale as of December 31, 2017. Alternatively, a 100

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basis points decrease in interest rates would not impact the reported value of our loan receivables held for sale, as they are carried at the lower of cost or fair value. Since we typically sell loan receivables held for sale at par to our Bank Partners, which is indicative of our short-term holding period, we do not expect interest rate risk to be a material risk to our operations. As of December 31, 2017, the weighted average age of our loan receivables held for sale based on the origination date relative to the respective reporting date was approximately 11 months.

Term Loan. Interest rate fluctuations expose our variable-rate term loan, which matures on August 25, 2024, to changes in interest expense and cash flows. Based on an outstanding principal balance on our term loan of $349.1 million as of December 31, 2017, a hypothetical 100 basis point increase in the one-month LIBOR rate would result in an increase in annualized interest expense of $3.5 million.

Credit risk

Credit risk management is a critical component of our management and growth strategy. Credit risk refers to the risk of loss arising from consumer default when consumers are unable or unwilling to meet their financial obligations. We expect our credit loss rate to stay relatively constant over time; however, our portfolio may change over time as we look for additional opportunities to generate attractive risk-adjusted returns for our Bank Partners. Our Bank Partners own and bear substantially all of the credit risk on their wholly-owned loan portfolios. We have full credit risk exposure as it relates to the loan receivables that we hold for sale.

We regularly assess and monitor the credit risk exposure of our Bank Partners. This process commences with the credit application process on our platform, during which a credit decision is rendered to a customer immediately based on preset underwriting standards provided by our Bank Partners. In rendering this decision, we generally obtain certain information provided by the applicant and a credit bureau report from one of the major credit bureaus. Further, on behalf of our Bank Partners as part of our obligation as the loan servicer, we try to mitigate portfolio credit losses through our collection efforts on past due amounts. For loans wholly owned by our Bank Partners, our credit risk exposure impacts the amount of FCR receipts and, therefore, the amount of fair value change in our FCR liability. Based on our FCR receipts during the year ended December 31, 2017, and holding all other inputs constant (namely, the loan portfolio and settlement activity), a hypothetical 100 basis point increase in portfolio credit losses would have resulted in a $37.7 million increase in the fair value of our FCR liability, which is recorded within cost of revenue.

We bear all of the credit risk associated with the receivables that we hold for sale. This portfolio was highly diversified across 5,428 consumer loans as of December 31, 2017 without significant individual exposures. Based on our $73.6 million loan receivables held for sale balance as of December 31, 2017, a hypothetical 100 basis point increase in portfolio credit losses would result in lower annualized earnings of $0.7 million.

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BUSINESS

Company Overview

	•		Merchants . Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume. Our platform is designed to provide a seamless experience for our merchants with a mobile-native design that is intuitive and easy to use. Our technology integrates effortlessly with merchants’ existing payments systems, while also allowing merchants to access funds faster.
	•		Consumers . Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to paying with cash, check, credit card, or general purpose revolving credit, particularly in the case of larger purchases. We provide a completely paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for financing in less than 60 seconds at the point of sale.
	•		Banks . We provide our Bank Partners with access to our proprietary technology solution and merchant network, enabling them to build a diversified portfolio of high quality consumer loans with attractive risk-adjusted yields. Our platform delivers significant loan volume, while requiring minimal upfront investment by our Bank Partners. Furthermore, our program is designed to adhere to the regulatory and compliance standards of our Bank Partners, which has helped us to gain their confidence, allowing them to outsource both loan facilitation and servicing functions to us.

Our platform is powered by a proprietary technology infrastructure that delivers stability, speed, scalability and security. It supports the full transaction lifecycle, including credit application, underwriting, real-time allocation to our Bank Partners, document distribution, funding, settlement, and servicing, and it can be easily expanded to additional industry verticals as we scale our business. We have cultivated strong relationships with manufacturers and trade associations (which we refer to as Sponsors) to amplify the reach of our technology, enabling us to efficiently and cost-effectively onboard large numbers of potential merchants underlying each Sponsor. We offer potential merchants a platform that they can adopt without friction—including no upfront fees, capital expenditure, or onerous systems integration. When our merchants offer our solution at the point of sale, they provide our Bank Partners with cost-effective access to a vast number of consumers. This ecosystem of merchants, consumers and Bank Partners allows us to generate recurring revenues with minimal customer acquisition and marketing costs, resulting in attractive unit economics and strong margins.

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Our Market Opportunity

Our Existing Markets—Home Improvement and Elective Healthcare—are Sizeable and Growing

In 2016, we began expanding into elective healthcare, which, like the home improvement market, is a large, fragmented market featuring creditworthy consumers who tend to make large-ticket purchases. We believe the elective healthcare market rivals in size the home improvement

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market in terms of annual spending volume, based on the number and cost of annual procedures performed. Elective healthcare providers include doctors, dentists, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We believe that because of population aging, innovations in medical technology and ongoing healthcare cost inflation, we are well-positioned to increase volume in the growing elective healthcare industry vertical.

We believe we have a significant opportunity to more deeply penetrate the home improvement industry vertical and the elective healthcare industry vertical. In addition, we continually evaluate opportunities for expansion into new industry verticals. For example, we have identified significant opportunities within verticals such as online retail, power sports, auto repair and jewelry. These markets are also large and fragmented, and they similarly feature attractive consumers who make large ticket purchases. We seek industry verticals with significant annual consumer spending and financing volume, merchants that seek to offer promotional financing to their customers, and opportunities to generate attractive risk-adjusted yields for our Bank Partners.

Banks Seek Consumer Credit Exposure but are Not Well-Positioned to Lend at the Point of Sale

We believe that banks seek attractive risk-adjusted yields and portfolio diversification through exposure to consumer credit. Banks’ traditional consumer lending advantages have included physical branch networks and trusted brands. However, our experience has demonstrated that consumers are increasingly comfortable using mobile devices to shop, make payments and manage finances. This has provided an opening at the point of sale for a new lending channel, but it is one that many banks to date have had a difficult time accessing. We believe the trend toward paperless point-of-sale financing will continue as a result of the near-ubiquity of smartphones in consumers’ lives and continued adoption of electronic transaction technologies. According to Pew Research Center, 93% of adult Americans earning more than $75,000 per year owned a smartphone in 2017.

Legacy Financing Solutions are Less Attractive to Consumers

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Our Ecosystem

Value Proposition to Merchants

	•		Increased sales volume. Promotional payment plans and financing solutions make it easier for merchants to sell more goods and services. We have observed that our customizable solution helps merchants increase ticket size and conversion of sales.
	•		Seamless integration. We design our solution to deliver instant value, enabling our merchants’ sales associates to use their existing mobile devices to facilitate loans through our platform. We settle payments through a national credit card payment network or through the Automated Clearing House (“ACH”) network, meaning merchants that already accept these types of payments require no systems integration to adopt our platform. This frictionless onboarding makes consumer point-of-sale financing available for merchants of all sizes.
	•		Accelerated funding. Our merchants typically receive a sizeable portion of their funding faster than they would if they were paid in installments in a more traditional 30-day billing cycle.
	•		Superior customer service. We work creatively and collaboratively to design promotional financing offers that fulfill the needs of our merchants while continuing to improve our solution to appeal to their customers.

Value Proposition to Consumers

	•		Superior experience. Because we are able to process an application and approve financing at the point of sale with limited burden on the consumer, our platform enables consumers to “apply and buy” in most cases in less than a minute, utilizing an intuitive mobile interface and paperless loan agreement.
	•		Promotional interest rates and terms. The majority of the loans facilitated by our platform carry promotional financing with deferred interest or low-rate terms, an attractive alternative relative to the rates on credit card balances.

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	•		Enables larger purchases. By allowing merchants to market to their customers by focusing on the monthly cost of their purchases rather than the one-time upfront cash outlays, consumers are able to better budget for larger purchases.
	•		Preserves revolving credit availability. Rather than utilizing revolving credit for large purchases, which results in available credit lines being reduced, the loans we facilitate preserve credit card availability for everyday purchases.

Value Proposition to Banks

•

Access to our proprietary technology and merchant network. Over the past decade, we have built and refined our technology platform to deliver significant value to merchants and consumers. We also have cultivated strong relationships with Sponsors and merchants resulting in 10,891 active merchants as of December 31, 2017. We believe our Bank Partners would require significant time and investment to build such a technology solution and merchants network themselves.

•

Our Business Model

Efficient Go to Market Strategy

•

Technology led, simple and affordable. Our digital offering enables an efficient, low-cost distribution model and offers frictionless setup at no upfront fee to merchants.

•

Visible and Recurring Revenue Streams

Although we offer our technology at no upfront cost, we monetize through an upfront transaction fee every time a merchants receives a payment using our platform. This creates stable, recurring revenues, aligns our incentives with the interests of our merchants, and enables us to grow along with our ecosystem. In 2017, 93% of our transaction volume was generated from

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merchants that were enrolled on our technology platform as of December 31, 2016. In addition, our Bank Partners pay us a recurring servicing fee over the lives of their loans.

Attractive Unit Economics

Our low-cost go to market strategy, combined with our visible and recurring revenue model, provides for a fast payback period and strong dollar-based retention:

•

Our Platform

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We believe our platform, powered by proprietary, patent-pending technology, has attributes that create meaningful barriers to entry for other providers attempting to reach the same scale with merchants, consumers, and banks. These attributes include:

	•		Intuitive user interface. We have designed our digital platform to be simple and easy to use.
	•		Paperless application and documentation environment. Our platform auto-populates applications using a mobile device’s location data and a scan of the consumer’s driver license, eliminating unnecessary effort. Once the transaction is approved, a digital loan agreement is delivered in real time, generally back to the same mobile device. The consumer accepts the terms of the agreement electronically, eliminating the need for a physical signature.

	•		Capacity to support a wide range of promotional financing solutions. Our technology enables merchants of all sizes and their sales associates to select among several promotional financing solutions based on customer preferences.
	•		Significant flexibility and processing capabilities. Our technology stack includes an “Application Tier” (multiple user-facing applications) and a dynamic “Database Tier” (real time algorithmic underwriting and processing functionality, data archiving, lookup, and reporting). Together, this results in a comprehensive technology solution that supports the full transaction lifecycle: credit application, loan underwriting, real-time bank loan allocation, borrower loan document distribution, bank loan funding and settlement, and all borrower servicing functions.
	•		Real time credit decisions and placement with a Bank Partner. We have developed an algorithm that underwrites potential loans against the specified credit criteria of each of our Bank Partners. Once loan applications are underwritten and matched against the Bank Partners’ credit criteria, a proprietary digital “round-robin” system allocates each unique approved loan to a Bank Partner.
	•		Automated regulatory compliance. During the underwriting process, our systems instantly check applicants against national databases designed to identify potential money laundering and other “red flags.”
	•		Integration into payments network. We settle and fund transactions on a national credit card network or via the ACH system, allowing merchants to adopt our digital platform without any capital expenditure or back-end payment systems integration.
	•		System of record and loan servicing. Our technology maintains the system of record for the portfolio of each of our Bank Partners, whereby details of all loans initiated, funded and serviced are maintained in a secure, online, user-accessible environment.
	•		Scalable digital platform. Because each feature of our platform is digitally-enabled, we can efficiently adapt to the changing preferences of our constituents and achieve greater scale.

Our Strengths and Competitive Advantages

Differentiated Technology Platform and Customer Experience

We have invested significantly, and continue to invest, in our proprietary technology, including software development, process engineering, mobile enablement, and design functions, allowing us to deliver a seamless experience to merchants, consumers and Bank Partners. We believe that our proprietary, patent-pending technology is unique because it can deliver:

	•		Frictionless setup and multiple promotional financing alternatives for our merchants
	•		An intuitive, mobile-native user interface, and real-time “apply and buy” capabilities, for consumers
	•		Instant digital loan underwriting and distribution mechanisms for our Bank Partners

We believe these capabilities will help us deepen our existing relationships and provide a competitive advantage in winning new business.

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Large, Entrenched Ecosystem

As of December 31, 2017, we had 10,891 active merchants. From our inception through December 31, 2017, our Bank Partners have used our technology and network of merchants to provide over $11 billion of financing to approximately 1.6 million consumers. The powerful network effects of our platform strengthen this ecosystem, providing increasing value to GreenSky and each of our constituents as we scale. We believe we become more entrenched with our network of constituents as merchants increasingly depend on our solution to drive sales, consumers begin requesting our solution to finance large purchases and additional banks begin to rely on us as an attractive way to build and grow a diversified consumer loan portfolio.

Trusted Relationship with our Bank Partners

We have continually refined and upgraded our compliance, control, servicing and collections functions to meet the regulatory requirements, documentation and operating standards applicable to our Bank Partners, which include several of the largest banks in the United States, and to us. We believe our multi-year track record of delivering on and growing volume commitments from our Bank Partners demonstrates our success in this regard, attracts commitments from new Bank Partners, and facilitates increasing commitments and new product development with our existing Bank Partners.

Asset-Light Model

Our Bank Partners originate and own the loans that they facilitate on our platform. We derive a substantial majority of our revenue and profitability from upfront transaction fees every time a merchant facilitates a transaction and receives a payment using our platform.

Attractive Consumer Profile

Efficient Go To Market Strategy and Recurring Revenue Model Drive Strong Operating Leverage

Our Growth Opportunities

We have significant opportunities to expand our business. Our growth strategy focuses on the following efforts to continue to deliver value for our constituents and expand our ecosystem.

Grow Our Merchant Community

We intend to continue building relationships with large Sponsors and independent, high-sales volume merchants in our existing core markets. We plan to leverage our technology-led go-to-market strategy to accelerate recognition of the GreenSky brand while preserving attractive customer acquisition costs. We will continue to invest in hiring skilled sales professionals who can help us add new high value merchants to our platform, thereby growing our market share and transaction volume.

Expand into New Industry Verticals, Including Online Retail and Traditional Store-Based Merchants

We recently expanded into the elective healthcare industry vertical and intend to explore other large, fragmented markets with creditworthy consumers who tend to make large-ticket purchases

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online and in-store. For example, online retail represents an attractive and low cost acquisition channel ripe for penetration that fits synergistically with our existing point-of-sale mobile platform. In 2017, domestic retail sales through the e-commerce platform exceeded $453 billion, growing by almost 16% over the prior year according to the U.S. Census Bureau. The consumer credit and payments industry in the online retail market is highly competitive. In the online retail market, we would expect to face competition from a diverse landscape of consumer lenders, including credit card issuers, traditional banks and new technology-centric payment tools. In addition, efforts by us and our merchants to promote use of the GreenSky program in the online retail market may not be as effective as promotion in-person at the point of sale. We also may face greater fraud-related risk, which generally is low in our traditional in-person model.

We expect to seek out additional attractive industry verticals (whether online or in-store) based on our ability to efficiently go to market, grow market share, generate attractive risk-adjusted yields for our Bank Partners and continue to maximize value for our constituents.

Widen Our Spectrum of Consumers and Funding Partners

Leverage Our Current Customer Base and Bank Partner Relationships to Deliver New Solutions

We believe we have a substantial opportunity to cross-market value-enhancing solutions to consumers and to our merchants. We believe that, as the number of transactions we facilitate increases, the data we accumulate from our technology platform will enable us to broaden our monetization model and leverage this data to attract incremental customers whom merchants may not have been able to source otherwise. Although most of the customers participating in the GreenSky program historically have been one-time, rather than repeat, customers within the home improvement industry vertical, we can potentially use data collected from prior customers to cross-market products to such customers for additional purchases across the home improvement, elective healthcare and other industry verticals. We also believe that we can leverage our platform to efficiently connect consumers, including existing retail customers of our Bank Partners, with merchant-driven promotions, expanding GreenSky’s brand and driving incremental revenue in each of our industry verticals.

Our Payments and Financing Solutions

We enable our merchants to extend a diverse set of payment and credit products to their customers. Our sales and account management teams work directly with merchants and prospective merchants to identify financing products for their customers, including financing products with promotional features, such as low or deferred interest, and with varying maturities and annual percentage rates. By varying the merchant transaction fee percentage payable to us depending on the merchant’s desired terms, we are agnostic as to the selection of financing products our merchants decide to offer.

Our current core financing products include:

	•		Deferred Interest Loans: Promotional deferred interest installment loans with interest rates ranging from 17.99% to 26.99% for the life of the loan. All interest accrued during the defined period is waived if the principal balance is paid within the promotional period (typically six, 12, 18 or 24 months).
	•		Reduced Rate Loans: Reduced rate amortizing installment loans with interest rates ranging from 0% to 13.99% for the life of the loan based on the plan selected. Typical plans include 60, 84, 96, 120 or 144 consecutive monthly payments beginning one month after accessing the approved loan.

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Our Merchants

We partnered with 10,891 active merchants as of December 31, 2017. We define active merchants as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement. We operate primarily in the home improvement market, where we work with large retailers and brands such as The Home Depot, Sponsors such as Renewal by Andersen, and an extensive network of owner-operated home improvement contractors. We work with their sales associates, many of whom have downloaded the GreenSky mobile application to their smart phones or tablets, in order to provide our solution to their customers. We have continually added larger merchants to our platform over time, while also diversifying our merchant base. The majority of merchants that transacted on our platform during 2017 had annual transaction volume between $1 million and $10 million. The Home Depot is our largest single merchant and represented approximately 6% of our revenues in 2017. We added 3,530 active merchants in 2017, representing an approximately 48% increase over 2016.

In addition to the home improvement market, we recently entered the elective healthcare industry vertical, where our technology platform facilitates the offering of payments and financing solutions to patients of healthcare providers, from small solo and multi-provider practices to large national provider groups.

Consumers

Consumers using our platform typically are homeowners with super-prime or prime credit scores. For all loans originated on our platform during the year ended December 31, 2017, the credit-line weighted average consumer credit score for approved loans was 771, weighted average reported income was $127,000, and weighted average debt-to-income ratio was 22%. Consumers typically use our point-of-sale platform for their large-ticket homeowner projects because of our attractive value proposition and the low rate or deferred interest products that are available. As we grow our program and continue to expand into elective healthcare and other industry verticals, the mix of consumers using our program may shift to consumers with lower credit scores, annual income and debt service characteristics, depending on demand from both our merchants and Bank Partners.

Our Bank Partners

Our Bank Partners include large, regional banks such as SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank. We continually evaluate the funding commitments of our Bank Partners to ensure that our pipeline is robust enough to fund growth and that our Bank Partners are originating and holding on their balance sheets their desired volume of attractive consumer loans. Our largest Bank Partners currently provide the preponderance of our funding commitments, and we believe that they have the appetite to increase their commitments. We also are in discussions with targeted banks with which we may partner in the future.

Competition

The consumer credit and payments market is highly fragmented and competitive. We face competition from a diverse landscape of consumer lenders, including traditional banks, credit unions and credit card issuers, as well as alternative technology-enabled lenders. Many of our credit and payment competitors, including Synchrony Financial, Wells Fargo and other credit card issuing banks, are (or are affiliated with) financial institutions with the capacity to hold loans on their balance sheets, increasing the potential profitability of individual consumer relationships. Some of these competitors offer a broader suite of products and services than we do, including retail banking solutions, credit and debit cards and loyalty programs.

We compete for merchants based on a number of key product features, including price, duration, simplicity of loan terms, promotional terms, ease of applying, merchant fees, user experience, and time-to-funding. Our existing core unsecured term loan products face competition primarily from home equity lines of credit and general purpose revolving credit cards. Consumers

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can access these alternatives through a range of traditional and technology-enabled sources. In the future, we may confront increased competition from existing competitors, as many traditional, large-scale consumer lenders are investing in technology to streamline loan application and funding processes. We also expect to face additional competition from current competitors or others who embrace disruptive technologies to significantly change the consumer credit and payment industry.

Customer Service and Loan Servicing

Our focus on providing superior customer service is an important part of our relationship with merchants, consumers and banks.

Customer Service Platform

We set our service-level policies and procedures at the direction of our Bank Partners. We currently maintain customer contact centers in Atlanta, Georgia, and northern Kentucky, furthering our business continuity and security objectives across multiple markets. Collectively, our call centers are fully staffed from 6:00 am to 1:00 am Eastern Time on Monday through Saturday and from 8:00 am to 1:00 am Eastern Time on Sundays. Centers are operational 363 days a year, closing only on Thanksgiving and Christmas, ensuring that customer account inquiries, payment processing activity, and collection protocols operate continuously without interruption.

All of our management, training, quality assurance and other online and printed resources are available in English and Spanish. We have the capacity to quickly customize our interactive voice response and automatic call distribution campaigns to meet specific merchant needs and branding.

Loan Servicing and Payment Collections

Our approximately 300-person loan servicing and payment collections team is led by experienced senior managers. In all interactions, we believe it is important to treat customers with respect, while complying with federal, state, and local laws.

Our primary collection method is telephone, which is segmented and operated across a variety of modes. Our dialer system has separate hardware and software for manual, preview, and predictive dialing to ensure compliance with the Telephone Consumer Protection Act of 1991 and the Fair Debt Collection Practices Act of 1977. Bankruptcy and deceased accounts are handled manually with a separate team. Do Not Call Accounts are coded and removed from daily dialing lists. Currently, no predictive dialing is being done but we may employ it as a payment collection method in the future.

Our collections strategy attempts to balance the customer experience with effective reduction of delinquent balances. To ensure that we are dialing all delinquent accounts, we track our efforts through a Unique Penetration Rate, which is the percentage of customers whom we have called at least once since the account was designated as delinquent. On a monthly basis, we review how often each number of delinquent accounts was dialed on one day, to ensure that we are adhering to best practices and not calling too often.

Multiple layers of controls ensure compliance with state and city restricted dialing, time-of-day restrictions, Do Not Call lists and cell phone restrictions. In addition, specialty processes are in place to appropriately manage customers facing unique situations, including bankruptcy, estates, third party debt management, power of attorney and legal representation.

A portion of our collectors’ compensation is linked to their individual compliance with our policies, rewarding those with exceptional compliance scores.

Loan servicing and collection functions currently are conducted by our employees, with no loan collection functions outsourced or conducted offshore.

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Compliance

Our compliance management system leverages four key control components to ensure that our programs comply with applicable legal and regulatory requirements:

	•		Board and management oversight: Our board of directors, among other responsibilities, approves our enterprise risk appetite statement and framework, along with certain other compliance policies, and oversees the Company’s strategic plan and enterprise-wide risk management program.
	•		Compliance program: On behalf of our Bank Partners, we have developed and implemented a comprehensive, written compliance management program to maintain compliance with statutory and regulatory requirements applicable to the GreenSky program. Initial and ongoing training instructs customer-facing employees on applicable obligations.
	•		Responses to consumer complaints: We operate a proprietary complaints management system to identify, document, remediate and report complaints about products, merchants and our employees. Our Executive Vice President of Operations is responsible for ultimate system oversight, and our dedicated Senior Manager of Customer Solutions manages the system on a day-to-day basis. We attempt to resolve all complaints within 15 calendar days of receipt.
			In our discretion, we make outbound calls to consumers to confirm that merchants are fulfilling their obligations. We also maintain a telephone hotline for receiving consumer complaints, which are recorded.
			Our dispute resolution mechanism for addressing disputes between merchants and consumers largely focuses on ensuring merchants perform their agreed-upon obligations (and, if necessary and appropriate, to terminate our relationship with the non-compliant merchants). If our merchants fail to fulfill contractual commitments to consumers or to comply with applicable law, we may decide to incur remediation costs in order to avoid or minimize the impact on the consumers. See “Risk Factors—If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur remediation costs.” We also could be subject to litigation arising from the dissatisfaction of a consumer with the products or services of a merchant. Even though we are not a party to the contracts between merchants and consumers, we could be named as a defendant in claims based on our servicing, collection or other services, or be subject to reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators and the CFPB, regarding our business activities. See “Risk Factors—Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.”
	•		Compliance audits: We maintain and continually evolve our audit programs to test compliance with policies and procedures. Compliance and audit managers are familiar with the statutes and regulations applicable to GreenSky and with all areas of the organization, including internal operations and products. This function is responsible for tracking regulatory changes, as well as for reviewing products, forms and marketing materials for compliance issues.

On behalf of our Bank Partners, we have developed and implemented regulatory compliance policies and procedures in a number of areas, including: Bank Secrecy Act / Anti-Money Laundering; Fair Credit Reporting Act; Truth in Lending Act; Equal Credit Opportunity Act; Service Member’s Civil Relief Act; and Unfair, Deceptive, and Abusive Acts and Practices.

As we onboard merchants to our platform, we screen merchants as part of our compliance management program for adherence to the regulatory compliance policies and procedures that we have developed on behalf of our Bank Partners, as discussed above. We require merchants to submit an application and, upon request, other supporting documentation, evidencing compliance with the documentation, vendor management and other requirements of our Bank Partners and their regulators. We also may conduct interviews in our discretion as part of the merchant screening process.

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As we expand further into the elective healthcare industry vertical, we have adapted our compliance management program (including the merchant screening process) to address the significant additional regulatory requirements, including various healthcare and privacy laws, applicable to such industry vertical.

While no compliance program can assure that there will not be violations, or alleged violations, of applicable laws, we believe that our compliance management system is reasonably designed, and managed, to minimize this risk.

See “Risk Factors—Risks Related to our Regulatory Environment.”

Legal Proceedings

From time to time, we and certain of our subsidiaries are involved in various lawsuits in state and federal courts regarding violations of state or federal statutes, regulations or common law related to matters arising out of the ordinary course of our business. We are not currently subject to any legal proceedings that we believe will have a materially adverse outcome.

Intellectual Property

We seek to protect our intellectual property by relying on a combination of federal, state, and common law in the United States, as well as on contractual measures. We use a variety of measures, such as trademarks and trade secrets, to protect our intellectual property. We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures, a key part of our broader risk management strategy.

Given the innovative nature of our technology, we took steps to protect certain of our proprietary processes by applying for a patent in 2014. We responded to an Office Action regarding the patent application in October 2017. If issued, the patent, which is pending, will apply to our mobile application process, credit decisioning model, loan application logic, and several other key aspects of our technology. We also have registered several trademarks related to our name, “GreenSky,” including trademarking “GreenSky,” “GreenSky Credit,” and “GreenSky Patient Solutions,” as well as our logo. We believe our name and logo are important brand identifiers for consumers and for our merchants and Bank Partners.

Facilities

The table below sets forth selected information concerning our principal facilities as of December 31, 2017.


Location		Owned/Leased
Corporate Headquarters:
Atlanta, GA		Leased
Primary Call Centers:
Atlanta, GA		Leased
Crescent Hills, KY		Leased
Additional Facilities:
Alpharetta, GA		Leased

We believe our current facilities are adequate and that we will be able to find suitable space to accommodate foreseeable expansion.

Employees

As of December 31, 2017, GreenSky had 890 full-time employees, including 179 in technology and product, 378 in operations, 132 in collections, 87 in corporate functions, and 114 in sales and marketing, with substantially all located in metropolitan Atlanta, Georgia and Crescent Hills, Kentucky. None of our employees is represented by a labor union, and we believe we have positive relationships with our employees. We also occasionally engage third-party service providers, most often for contract programming services.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information as to persons who serve as GreenSky, Inc.’s executive officers and directors as of the date of this prospectus. Biographical information for each of the executive officers and directors can be found below.


Name	Age		Position
Executive Officers:
R. Jerry Bartlett, Jr.		57	Chief Technology Officer
Gerald Benjamin		60	Chief Administrative Officer, Vice Chairman and Director
Anne Byrd		57	Chief Operations Officer
Chris Forshay		39	President, GreenSky Home Improvement
Steven Fox		71	Executive Vice President and Chief Legal Officer
Tim Kaliban		52	President and Chief Risk Officer
Dennis Kelly		60	President, GreenSky Patient Solutions
Alan Mustacchi		57	Executive Vice President of Capital Markets
Robert Partlow		51	Executive Vice President and Chief Financial Officer
Lois Rickard		65	Chief Human Resources Officer
David Zalik		44	Chief Executive Officer, Director and Chairman of our Board of Directors
Non-Employee Directors:
Joel Babbit		64	Director
John Flynn		34	Director
Gregg Freishtat		51	Director
Nigel Morris		59	Director
Robert Sheft		57	Director

Executive Officers

R. Jerry Bartlett, Jr. has served as our Chief Technology Officer since February 2018. Prior to joining the Company, Mr. Bartlett served as Chief Technology Officer and Head of Global Operations for Hyperwallet Systems, Inc., a leading digital payments company, where he led all technology and operational functions; Executive Vice President and Chief Technology Officer of Worldpay SN LLC, a global payments company, where he was responsible for post-acquisition integration of technology and staff; Chief Technology Officer at SecureNet, where he led their technology functions; Senior Vice President and Global Chief Development Officer of First Data Corporation, a global financial technology services firm; and Senior Vice President and Chief Technology Officer for TD Ameritrade, a leading securities broker-dealer firm providing digital securities trading and clearing services. Mr. Bartlett has more than 30 years of experience as an executive for finance technology companies. Mr. Bartlett holds a Bachelor of Science in Technology and Management from The University of Maryland, in College Park, MD.

Gerald Benjamin has served as our Vice Chairman since 2014 and as our Chief Administrative Officer since February 2018. Prior to joining the Company, Mr. Benjamin served as the Managing Partner of Atlanta Equity Investors, a middle market private equity firm; Head of Investment Banking at Navigant Capital Advisors; Senior Managing Director at Casas, Benjamin & White LLC, a national restructuring and mergers and acquisitions advisory firm; and CEO of Premier Healthcare, Inc., a health care services venture development and management company. Mr. Benjamin has 35 years of operating, investment banking, corporate finance advisory, principal investing, and restructuring experience. Mr. Benjamin is a CPA and received a Bachelor of Science degree in accounting from the University of Kentucky, where he was named a Coopers & Lybrand Scholar.

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Anne Byrd has served as our Chief Operations Officer since February 2018. Prior to joining the Company, Dr. Byrd was the President of Extremis Leadership, LLC, through which she served as an executive officer of various financial technology companies; the Executive Managing Director of UnitedLex, an enterprise legal services provider; the Managing Director of the Discovery Solutions Practice at LeClairRyan, a law firm; and a Senior Director of Capital One Services, Inc., a financial services company offering credit, savings, and loan products to customers. Dr. Byrd has more than 20 years of executive leadership and consulting experience in lending institutions, legal services companies, and financial technology companies. Dr. Byrd has earned an MBA from George Mason University, and an MA in Human and Organizational Systems and a PhD in Organizational Development from Fielding Graduate University.

Chris Forshay served as our Executive Vice President of Sales from 2016 to 2017, as Executive Vice President of Sales & Marketing from 2017 until February 2018, and as President of GreenSky Home Improvement since that time, having joined GreenSky in 2016 as our Executive Vice President of Sales. Prior to joining GreenSky, Mr. Forshay built sales for Reach150, a leader in referral management. Prior to his role at Reach150, Mr. Forshay spent the first 15 years of his career at Dell and Lenovo, where he led multi-billion dollar organizations across the technology stack and was responsible for post-merger integration efforts for key acquisitions. Mr. Forshay is a graduate of the University of Virginia earning his B.A. in Economics and Government and his MBA from the Darden School of Business.

Steven Fox has served as our Chief Legal Officer since 2016. Prior to joining GreenSky, Mr. Fox was a senior partner at Rogers & Hardin LLP, where he counseled publicly and privately held businesses, boards of directors and board committees, private equity funds and financial advisors in connection with mergers and acquisitions, capital markets transactions, corporate governance and a wide range of commercial and corporate matters. Mr. Fox graduated from the University of North Carolina at Chapel Hill with a B.A. in Economics and earned his J.D. from the University of Michigan Law School.

Tim Kaliban has served as our President and Chief Risk Officer since 2012. Prior to joining the Company, Mr. Kaliban served as the Chief Operating Officer and Executive Vice President of Risk and Portfolio Management for TCM Bank, a leading provider of consumer and business credit card services to over 600 banks nationwide. Previously, Mr. Kaliban also directed product management and delivery for the card services division of Fidelity National Information Services, Inc., an international financial services and payments processor. Prior thereto, he headed the card services unit of BankNorth, managing credit card, debit card, merchant, ATM and agent bank services. Mr. Kaliban received a B.A. from Middlebury College and an MBA from Tulane University.

Dennis Kelly has served as President of GreenSky Patient Solutions since 2016. Prior to joining the Company, Mr. Kelly served as the CEO of CarePoint Health, a New Jersey based multi-hospital integrated delivery system. Prior to joining CarePoint Health, Mr. Kelly served as CEO of New Hope Bariatrics, Inc., a specialty ambulatory surgery center company that Mr. Kelly co-founded in 2005. Prior to co-founding New Hope Bariatrics, Inc., Mr. Kelly served as the Chief Operating Officer of MedCath Inc., a leading national cardiovascular hospital company, following a 15-year career as a sales executive with Siemens Medical Systems, where he ultimately led government and key accounts sales nationally. Mr. Kelly received his RT.R. from the University of Utah and his Bachelor of Science degree from Westminster College in Salt Lake City, UT.

Alan Mustacchi has served as our Executive Vice President, Capital Markets since 2014. Prior to joining GreenSky, Mr. Mustacchi served as a Managing Director with Dresner Partners, a boutique mergers & acquisition advisory firm and as a Managing Director and Head of Specialty Retail & Consumer Products Investment Banking with Navigant Capital Advisors. Prior to joining Navigant, Mr. Mustacchi served as a Managing Director and Team Leader in the Merchant Banking Group at BNP Paribas; Vice President and Head of Underwriting at Bank of New York Commercial Corporation; a Senior Examiner in the Audit Group at Bankers Trust; and a Senior Accountant with Koenigsberg Wolf & Co., LLC. Mr. Mustacchi received a B.S. degree in Accounting and Economics from New York University’s College of Business and Public Administration and an MBA from New York University’s Stern School of Business.

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Robert Partlow has served as our Executive Vice President and Chief Financial Officer since 2014. Prior to joining the Company, Mr. Partlow served as Chief Financial Officer and Executive Vice President for Seneca Mortgage Investment LLP, an investor and servicer in residential mortgage servicing. Previously, Mr. Partlow was a Senior Vice President at SunTrust, responsible for managing SunTrust’s mortgage loan portfolio and mortgage servicing rights portfolio. Prior to that, Mr. Partlow was the CFO for Fieldstone Investment Corporation, a NYSE traded real estate investment trust (“REIT”) that originated and invested in residential mortgages, where he established the REIT’s securitization program and led the company’s initial public offering. Mr. Partlow received a B.S. in Business Administration from the University of Richmond and a M.S. in Accountancy from the University of Virginia.

Lois Rickard has served as our Chief Human Resources Officer since 2017, having joined GreenSky as our Executive Vice President of Human Resources in 2015. Prior to joining the Company, Ms. Rickard managed HR operations for Streamline Health, where she led her team in building a strong culture following a series of acquisitions that changed the size and scope of the original company by aligning the processes, policies and offerings for the business’s future state. Ms. Rickard received a B.A. from Albion College and her Master’s Degree from the University of Michigan.

David Zalik has served as our Chief Executive Officer since co-founding GreenSky in 2006. Prior to co-founding the Company, Mr. Zalik founded MicroTech Information Systems, a computer hardware assembly company, and sold the business in 1996. Mr. Zalik also founded Outweb, a web and mobile-development consulting firm, and formerly was a director of RockBridge Commercial Bank. Mr. Zalik was the recipient of the 2016 Ernst & Young National Financial Services Entrepreneur of the Year Award. We believe Mr. Zalik is qualified to serve in his current capacity as Chief Executive Officer and a director because of his substantial operating, product strategy and industry expertise gained from his previous background as well as his current role as CEO of GreenSky.

Non-Employee Directors

Joel Babbit has served as a member of our board of directors since 2015. Mr. Babbit serves as Chief Executive Officer of MNN Holdings LLC, a digital marketing and publishing company focused on content production and distribution, which he co-founded in 2009. Previously, Mr. Babbit served as President and Chief Creative Officer of GCI Group Inc., a leading global advertising agency. In 1996, Mr. Babbit co-founded 360, a marketing communications company, and served as its Chief Executive Officer until its acquisition by Grey Global Group in 2002. Mr. Babbit is a graduate of The University of Georgia, from which he received the John Holliman Award for Lifetime Achievement in 2015. Mr. Babbit’s experience of over 35 years in both traditional and digital marketing, branding and corporate communications qualify him to serve as a member of our board of directors.

John Flynn has served as a member of our board of directors since April 2018. Mr. Flynn is a Principal at TPG Capital (“TPG”), where he is a member of the Internet, Digital Media & Communications group and the Technology group. Mr. Flynn serves on the board of directors of multiple private companies in the technology, digital media and communications industries. Prior to joining TPG in 2015, Mr. Flynn was a Principal at Silver Lake Partners, a private equity firm, where he managed investments in numerous technology, communications, digital media, and internet commerce companies. Mr. Flynn also serves on the board of directors of the San Francisco Zoo and Friends of the Urban Forest, a non-profit organization. Mr. Flynn graduated with honors with a degree in finance and accounting from the Wharton School and a degree in systems engineering from the School of Engineering and Applied Sciences at the University of Pennsylvania. Mr. Flynn’s substantial experience in overseeing technology investments for multiple investment firms qualifies him to serve as a member of our board of directors.

Gregg Freishtat has served as a member of our board of directors since 2014. Mr. Freishtat is the founder and for the past three years has been the Chief Executive Officer of SalesWise, Inc. Prior to that, he was the Senior Vice President of Strategic Alliances at Outbrain Inc. Mr. Freishtat is a technology executive with over 20 years of experience leading innovative and transformative

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companies. He has founded four venture-backed start-ups, all of which had successful exits. Deeply rooted in venture capital and management of internet technology companies, he has led several companies through acquisition and has been involved in developing disruptive technologies in convergence of telecommunications/internet, personal finance/online banking, web based analytics and digital media/online marketing and currently relationship intelligence. Mr. Freishtat received an undergraduate degree from Boston University and his J.D. from the University of Maryland Law School. Mr. Freishtat’s extensive experience with disruptive technologies and rapidly growing ventures qualify him to serve as a member of our board of directors.

Nigel Morris has served as a member of our board of directors since 2014. Mr. Morris is the co-founder and managing partner of QED Investors, a direct investment fund focused on high-growth companies that leverage the breakthrough power of data strategies in financial technology. Prior to venture investing, Mr. Morris co-founded Capital One Financial Services in 1994 and served as President and Chief Operating Officer. Mr. Morris received a BSC with honors in Psychology from the East London University and a MBA with distinction from London Business School, where he is also a Fellow. Mr. Morris’s financial technology and consumer credit experience qualifies him to serve as a member of our board of directors.

Robert Sheft has served as a member of our board of directors since 2014. Mr. Sheft is the Chairman and CEO of Installation Made Easy, Inc. (“IME”), which he acquired in partnership with Roark Capital Group in August 2012. IME develops and coordinates home improvement programs marketed through retailers on a nationwide basis. Mr. Sheft is also a Senior Advisor to Roark Capital Group, a private equity firm based in Atlanta, Georgia. Prior to acquiring IME, Mr. Sheft was the founder, President and CEO of Simply Floored, a residential flooring company that was acquired by IME. Prior to founding Simply Floored, Mr. Sheft was the founder, President and CEO of RMA Home Services, Inc., which was acquired by The Home Depot in December 2003 to create a platform for its installed home improvement division. Prior to founding RMA, Mr. Sheft spent five years as a Managing Director in charge of merchant Banking at First Southwest. Mr. Sheft began his career as an attorney in the mergers and acquisitions practice of Skadden, Arps, Slate, Meagher & Flom. Mr. Sheft received a B.S. from the University of Pennsylvania’s Wharton School and a J.D. from Columbia Law School. Mr. Sheft’s extensive home improvement contractor experience qualifies him to serve as a member of our board of directors.

Election of Officers

Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Board Composition

Upon consummation of this offering, our board of directors will consist of seven directors. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors.

Upon the consummation of this offering, our board of directors will be divided into three classes, each serving staggered, three-year terms:

•

our Class I directors will be and , and their terms will expire at the first annual meeting of stockholders following the date of this prospectus;

•

our Class II directors will be and , and their terms will expire at the second annual meeting of stockholders following the date of this prospectus; and

•

our Class III directors will be , and Mr. Flynn and their terms will expire at the third annual meeting of stockholders following the date of this prospectus.

TPG is entitled to designate a director for three years following this offering.

As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

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Independence of our Board of Directors

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Messrs. Freishtat and Flynn do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of those directors is “independent,” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the . In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Committees

Upon consummation of this offering, our board of directors will have three standing committees: an audit committee; a compensation committee; and a governance and nominating committee. Each of the committees will report to the board of directors as it deems appropriate and as the board of directors may request. The expected composition, duties and responsibilities of these committees are set forth below. In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. Upon consummation of this offering, our audit committee will consist of (Chair) and . Our board of directors has affirmatively determined that each of Messrs. Flynn and Freishtat meet the requirements for independence of audit committee members under applicable SEC and rules. All of the members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the . In addition, Mr. Flynn will qualify as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Our board of directors will adopt a new written charter for the audit committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Compensation Committee

After consummation of this offering, the compensation committee will determine our general compensation policies and the compensation provided to our directors and officers. The compensation committee will also review and determine bonuses for our officers and other employees. In addition, the compensation committee will review and determine equity-based compensation for our directors, officers, employees and consultants and will administer our equity incentive plans. Our compensation committee will also oversee our corporate compensation programs. Upon consummation of this offering, our compensation committee will consist of (Chair) and . Each member of our compensation committee will be independent, as defined under the listing rules, and satisfies ’s additional independence standards for compensation committee members. Each member of our compensation committee will

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be a non-employee director (within the meaning of Rule 16b-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Our board of directors will adopt a new written charter for the compensation committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Governance and Nominating Committee

After consummation of this offering, the governance and nominating committee will be responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board. In addition, the governance and nominating committee will be responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board of directors concerning corporate governance matters. Upon consummation of this offering, our governance and nominating committee will consist of (Chair) and . Each member of our governance and nominating committee will be independent as defined under the listing rules.

Our board of directors will adopt a written charter for the governance and nominating committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Role of Our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee will also have the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and review the adequacy and effectiveness of our internal controls over financial reporting. Our governance and nominating committee will be responsible for periodically evaluating our Company’s corporate governance policies and system in light of the governance risks that our Company faces and the adequacy of our Company’s policies and procedures designed to address such risks. Our compensation committee will assess and monitor whether any of our compensation policies and programs is reasonably likely to have a material adverse effect on our Company.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors or compensation committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

Code of Ethics

Our board of directors will adopt a code of ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers, effective upon the consummation of this offering. At that time, the full text of our codes of ethics will be available on the Investor Relations section of our website at www.greenskycredit.com. We intend to disclose future amendments to certain provisions of our code of ethics, or waivers of certain provisions as they relate to our directors and executive officers, at the same location on our website or in public filings. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

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EXECUTIVE COMPENSATION

Our named executive officers, consisting of our principal executive officer and our next two most highly compensated executive officers, for the year ended December 31, 2017, were:

	•		David Zalik, our Chief Executive Officer and Chairman of our board of directors;
	•		Gerald Benjamin, our Chief Administrative Officer and Vice Chairman; and
	•		Tim Kaliban, our President and Chief Risk Officer.

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended December 31, 2017 and 2016.


Name and Principal Position	Year		Salary ($)		Bonus ⁽¹⁾ ($)		Equity Awards ⁽²⁾ ($)		All Other Compensation ⁽³⁾ ($)		Total ($)
David Zalik ⁽⁴⁾		2017		500,000		—		—		1,942		501,942
Chief Executive Officer and Chairman		2016		500,000		—		—		1,942		501,942
Gerald Benjamin ⁽⁴⁾		2017		450,000		450,000		—		2,305,312		3,205,312
Chief Administrative Officer and Vice Chairman		2016		450,000		—		394,660		94,026		938,686
Tim Kaliban		2017		339,615		—		—		7,443,212		7,782,827
President and Chief Risk Officer		2016		325,000		—		—		253,915		578,915

	(1)		Includes discretionary bonuses granted to certain of our named executive officers as a result of what was viewed as exceptional contributions during the year.
	(2)		The amounts in this column reflect the aggregate grant date fair value of each profits interest in GS Holdings granted during the year described below under the caption entitled “—Employee Benefit Plans—Options and Profits Interests” and the table below entitled “Outstanding Equity Awards at Fiscal Year End.” The amounts shown were computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus. The amounts awarded were discretionary, but generally were intended to align the profit incentive opportunity with those of similarly compensated employees.
	(3)		The compensation included in the “All Other Compensation” column includes: (a) for Mr. Benjamin, (i) tax distributions in the amounts of $237,829 and $94,026 in connection with profits interests in 2017 and 2016, respectively, and (ii) special distributions in the amount of $2,067,483 in 2017; and (b) for Mr. Kaliban, (i) tax distributions in the amounts of $779,932 and $244,640 in connection with profits interests in 2017 and 2016, respectively, (ii) special distributions in the amount of $6,654,005 in 2017, and (iii) 401(k) contributions in 2017 and 2016. See “Dividend Policy."
	(4)		Messrs. Zalik and Benjamin also serve as the Chairman and Vice Chairman, respectively, of our board of directors, but they do not receive any additional compensation for their services as directors.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding outstanding equity awards, as of December 31, 2017, for each named executive officer.

We previously granted options exercisable for Class A units of GS Holdings to certain of our named executive officers. Subsequent to when we awarded those options, the awards were amended to cap the amount that the recipient could receive upon exercise (with a cap price of $76.00 per unit) and each recipient was awarded companion profits interests with a threshold price equal to the cap price of $76.00 per unit.


Name	Option Awards ⁽¹⁾												Equity Awards ⁽²⁾
	Grant date			Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)			Option expiration date		Number of shares or units that have not vested (#)			Market value of shares or units that have not vested ($) ⁽³⁾
David Zalik Chief Executive Officer and Chairman		—			—		—			—		—		—				—
Gerald Benjamin Chief Administrative Officer and Vice Chairman		1/1/14	⁽⁴⁾		52,186		34,790		$	10.81		1/1/24		34,790	⁽⁴⁾		$	66,783
		—			—		—			—		—		45,000	⁽⁵⁾		$	1,040,411
		—			—		—			—		—		11,200	⁽⁶⁾		$	315,728
Tim Kaliban President and Chief Risk Officer		2/1/12	⁽⁷⁾		240,000		—		$	2.43		2/1/22		—				—


	(1)		Reflects options to acquire Class A units of GS Holdings. Prior to the Reorganization Transactions, outstanding options to acquire Class A units of GSLLC were equitably adjusted and replaced with options to acquire Class A units of GS Holdings. As part of the Reorganization Transactions, those options will be further equitably adjusted and replaced with options to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). See “Organizational Structure.” Assuming the sale of shares of Class A common stock in this offering at a price per share to the public of $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after giving effect to such exchange, (a) Mr. Benjamin’s 86,976 unexercised options would become options to purchase Holdco Units; and (b) Mr. Kaliban’s 240,000 unexercised options would become options to purchase Holdco Units; in each case together with an equal number of shares of Class B common stock.

	(2)		Reflects profits interests in GS Holdings. Prior to the Reorganization Transactions, holders of profits interests in GSLLC contributed their profits interests to GS Holdings in exchange for profits interests in GS Holdings having the same terms. As part of the Reorganization Transactions, those profits interests in GS Holdings will be replaced with Holdco Units (and an equal number of shares of Class B common stock).
	(3)		Because there was no public market for our equity as of December 31, 2017, the market value of our profits interests as of that date is not determinable. Accordingly, we cannot calculate the market value of the unvested profits interests as of that date. The values reflect the grant date fair values calculated in accordance with FASB ASC Topic 718. Assumptions used in the valuation of equity-based awards are discussed in Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

	(4)		Options and companion profits interests vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019. Subsequent to the grant of options, the options were capped

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			at $76.00 per unit, and Mr. Benjamin was awarded 86,976 companion profits interests with a threshold price equal to the cap price of $76.00 per unit.
	(5)		On December 30, 2015, Mr. Benjamin was granted 75,000 profits interests with a threshold price of $76.00 per unit, which vest at the rate of 20% per year with remaining vesting dates of December 30, 2018, December 30, 2019, and December 30, 2020.
	(6)		On August 23, 2016, Mr. Benjamin was granted 14,000 profits interests with a threshold price of $76.00 per unit, which vest at the rate of 20% per year with remaining vesting dates of August 23, 2018, August 23, 2019, August 23, 2020 and August 23, 2021.

	(7)		Subsequent to the grant of options, the options were capped at $76.00 per unit, and Mr. Kaliban was awarded 240,000 companion profits interests with a threshold price equal to the cap price of $76.00 per unit.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company we will be exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of Dodd-Frank.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan (other than our 401(k) plan) sponsored by us during 2017.

Non-qualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during 2017.

Employment Agreements

We have entered into an employment agreement with David Zalik, our Chief Executive Officer. The material terms of Mr. Zalik’s employment agreement are summarized below. Such summary is qualified by reference to the actual text of the agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part. None of our other executive officers have employment agreements, and none of our executive officers are party to stand-alone severance or change in control agreements.

Mr. Zalik Employment Agreement

We entered into an employment agreement with David Zalik, our Chief Executive Officer and Chairman, effective as of September 25, 2014. The agreement provides for an annual salary of $500,000, subject to periodic reviews, and an annual bonus based upon a target bonus of 50% of the annual salary. To date, Mr. Zalik has waived any entitlement to a bonus. The agreement also provides that if Mr. Zalik terminates his employment with our Company for “Good Reason” (as defined in the agreement) or we terminate his employment “without cause” (as defined in the agreement), he will continue to receive his salary and certain benefits for 24 months and will receive a pro-rated portion of his bonus for the year of termination. The agreement also contains a 12-month non-competition covenant.

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Employee Benefit Plans

Options and Profits Interests

We previously granted options to acquire Class A units of GS Holdings to certain of our employees, consultants and directors. The options are subject to vesting conditions and are exercised automatically on certain enumerated events. Additionally, we previously granted profits interests in GS Holdings to certain of our employees, consultants and directors. All of the unvested options and profits interests are subject to continued employment and time-based vesting. Subject to certain requirements, we generally have the right under the agreements to repurchase any Class A units acquired under an option and the outstanding profits interests. As of December 31, 2017, there were outstanding options to acquire 982,189 Class A units in GS Holdings and 1,406,153 outstanding profits interests in GS Holdings. Prior to the Reorganization Transactions, outstanding options to acquire Class A units in GSLLC were equitably adjusted and replaced with options to acquire Class A units in GS Holdings. As part of the Reorganization Transactions, those options will be further equitably adjusted and replaced with options to acquire Holdco Units (and an equal number of shares of Class B common stock). Outstanding profits interests in GSLLC were contributed to GS Holdings in exchange for profits interests in GS Holdings having the same terms. As part of the Reorganization Transactions, those profits interests in GS Holdings will be replaced with Holdco Units (and an equal number of shares of Class B common stock). Following the completion of this offering, no further options or profits interests in GS Holdings will be granted.

2018 Omnibus Incentive Compensation Plan

As part of the Reorganization Transactions and this offering, GreenSky adopted, and the sole stockholder of GreenSky at that time approved, the 2018 Omnibus Incentive Compensation Plan. The 2018 Omnibus Incentive Compensation Plan will be effective upon closing of this offering.

The principal features of our 2018 Omnibus Incentive Compensation Plan are summarized below. This summary is qualified in its entirety by reference to the actual text of the plan, which is filed as an exhibit to the registration statement of which this prospectus is a part.

General

The 2018 Omnibus Incentive Compensation Plan covers the grant of awards to employees, consultants and non-employee directors of GreenSky and those of its affiliates, except that incentive stock options may only be granted to employees of GreenSky, Inc. and its corporate affiliates. Under the terms of the 2018 Omnibus Incentive Compensation Plan, an aggregate of shares of the Class A common stock of GreenSky, Inc. (including any LTIP Units (as defined below) which may be granted under the 2018 Omnibus Incentive Compensation Plan), will be authorized for delivery in settlement of awards, provided that the total number of shares of Class A common stock that may be delivered pursuant to the exercise of incentive stock options granted under the 2018 Omnibus Incentive Compensation Plan may not exceed shares.

We will bear all expenses of the 2018 Omnibus Incentive Compensation Plan and our compensation committee will administer the plan. The compensation committee has the authority to grant awards to such persons and upon such terms and conditions (not inconsistent with the provisions of the 2018 Omnibus Incentive Compensation Plan) as it may consider appropriate. Among the compensation committee’s powers is the authority to (i) determine the form, amount and other terms and conditions of awards; (ii) clarify, construe or resolve any ambiguity in any provision of the 2018 Omnibus Incentive Compensation Plan or any award agreement; (iii) amend the terms of outstanding awards; and (iv) adopt such rules, forms, instruments and guidelines for administering the 2018 Omnibus Incentive Compensation Plan as the compensation committee deems necessary or proper. The compensation committee may delegate any or all of its administrative authority to one or more of our officers, except with respect to awards to executive officers who are subject to Section 16 of the Exchange Act. Based on service, performance and/or other factors or criteria, the compensation committee may, after grant of the award, accelerate the vesting of all or any part of the award. Notwithstanding the foregoing, any exercise of discretion

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regarding awards for non-employee directors must be approved by the board of directors of GreenSky.

Shares of Class A common stock covered by an award shall only be counted as used to the extent actually used. A share of Class A common stock issued in connection with an award under the 2018 Omnibus Incentive Compensation Plan shall reduce the total number of shares of Class A common stock available for issuance under the 2018 Omnibus Incentive Compensation Plan by one; provided, however, that, upon settlement of a stock appreciation right, the greater of the number of shares underlying the portion of the stock appreciation right that is exercised or the number of shares actually issued will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the plan.

If any award under the 2018 Omnibus Incentive Compensation Plan terminates without the delivery of shares of Class A common stock, whether by lapse, forfeiture, cancellation or otherwise, the shares of Class A common stock subject to such award, to the extent of any such termination, shall again be available for grant under the 2018 Omnibus Incentive Compensation Plan. Notwithstanding the foregoing, upon the exercise of any such award granted in tandem with any other awards, such related awards shall be cancelled to the extent of the number of shares of Class A common stock as to which the award is exercised, and such number of shares shall no longer be available for awards under the 2018 Omnibus Incentive Compensation Plan. Subject to applicable law, if any shares subject to an award (other than a full value award) granted under the 2018 Omnibus Incentive Compensation Plan are withheld or applied as payment in connection with the exercise of the award or the withholding or payment of taxes related thereto or separately surrendered by the participant for any such purpose, such returned shares of Class A common stock will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the 2018 Omnibus Incentive Compensation Plan and shall not again be treated as available for grant. If any shares subject to a full value award granted under the 2018 Omnibus Incentive Compensation Plan are withheld or applied as payment in connection with the withholding or payment of taxes related thereto or separately surrendered by the participant for such purpose, such returned shares of Class A common stock will again be available for grant under the 2018 Omnibus Incentive Compensation Plan. The number of shares available for issuance under the 2018 Omnibus Incentive Compensation Plan may not be increased through the purchase of shares on the open market with the proceeds obtained from the exercise of any options granted hereunder. Notwithstanding the foregoing, however, in the case of any substitute award granted in assumption of or in substitution for an entity award issued by an acquired entity, shares delivered or deliverable in connection with such substitute award shall not be counted against the number of shares reserved under the 2018 Omnibus Incentive Compensation Plan (to the extent permitted by applicable stock exchange rules), and available shares of stock under a stockholder-approved plan of an acquired entity (as appropriately adjusted to reflect the transaction) also may be used for awards under the 2018 Omnibus Incentive Compensation Plan, and shall not reduce the number of shares otherwise available under the 2018 Omnibus Incentive Compensation Plan (subject to applicable stock exchange requirements).

If a dividend or other distribution (whether in cash, shares or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or the repurchase or exchange of shares of our Class A common stock or other securities, or other rights to purchase shares of our securities or other similar transaction or event, affects our shares of Class A common stock such that the compensation committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the 2018 Omnibus Incentive Compensation Plan, the compensation committee shall make an equitable change or adjustment as it deems appropriate in the number and kind of securities that may be issued pursuant to awards under the 2018 Omnibus Incentive Compensation Plan, the per individual limits on the awards that can be granted in any calendar year and any outstanding awards and the related exercise price (as defined below) relating to any such awards, if any.

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Generally, no grantee may be granted Awards denoted in shares with respect to more than 1,000,000 shares (twice that limit for Awards granted in the year in which the grantee first commenced employment or service) in a single calendar year. The maximum potential value of Awards denoted in dollars that may be granted in a single calendar year may not exceed $5,000,000 (twice that limit for Awards granted to a grantee in the year in which the grantee first commenced employment or service). A non-employee director may not be granted Awards in a single calendar year that, taken together with any cash fees paid for the director’s service as a director during the year, exceeds $750,000 in total value (calculating the value of the Awards based on the grant date fair value for financial accounting purposes (exceptions permitted (up to twice that limit) for non-executive chair of the board or in other extraordinary circumstances).

Types of Awards

The 2018 Omnibus Incentive Compensation Plan permits the grant of any or all of the following types of awards to grantees:

	•		stock options, including incentive stock options (“ISOs”);
	•		stock appreciation rights (“SARs”);
	•		restricted stock;
	•		deferred stock and restricted stock units;
	•		performance units and performance shares;
	•		dividend equivalents;
	•		bonus shares;
	•		other stock-based awards (including LTIP Units, as defined below); and
	•		cash incentive awards.

Generally, awards under the 2018 Omnibus Incentive Compensation Plan are granted for no consideration other than prior and/or future services. Awards granted under the 2018 Omnibus Incentive Compensation Plan may, in the discretion of the compensation committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2018 Omnibus Incentive Compensation Plan or any other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term, and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written or electronic award agreement between the grantee and us. The agreements will specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant. The laws of the State of Delaware govern the 2018 Omnibus Incentive Compensation Plan. The 2018 Omnibus Incentive Compensation Plan is unfunded, and we will not segregate any assets for grants of awards under the 2018 Omnibus Incentive Compensation Plan.

Other than awards excluded from the minimum vesting requirement as set forth herein, no award may be granted under the 2018 Omnibus Incentive Compensation Plan that will be eligible to vest earlier than 12 months after the date of grant and/or have a performance period of less than 12 months, although awards made within the first 90-days of a year may have performance periods that begin as of the beginning of that year and that end at the end of that year and awards to non-employee directors may vest as of an earlier date if no earlier than 50 weeks from the date of the annual stockholders’ meeting at which the Awards were granted. Notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of Class A common stock available under the 2018 Omnibus Incentive Compensation Plan may be granted without regard to such minimum vesting requirements.

Stock Options and SARs

The compensation committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our subsidiary

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corporations). A stock option allows a grantee to purchase a specified number of our shares at a predetermined price per share (the “Option Exercise Price”) during a fixed period measured from the date of grant. An SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share (the “SAR Exercise Price”. The Option Exercise Price or SAR Exercise Price will be determined by the compensation committee and set forth in the award agreement; but neither may be less than the fair market value of a share on the grant date (110 percent of the fair market value in case of certain incentive stock options). The term of each option or SAR is determined by the compensation committee and set forth in the award agreement, except that the term may not exceed 10 years (five years in case of certain incentive stock options). Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the compensation committee, by delivering shares of Class A common stock previously owned by the grantee, by delivery of shares of Class A common stock to be acquired upon the exercise of such option or by delivering restricted shares of Class A common stock. The compensation committee may also permit a grantee to pay the Option Exercise Price through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of Company stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as nonqualified options. No participant may be granted SARs in tandem with ISOs, which are first exercisable in any calendar year for shares of Company stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000.

Restricted Shares

The compensation committee may award restricted shares consisting of shares of Class A common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the compensation committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. Unless the agreement eliminates such rights, a grantee receiving restricted shares will have the right to vote the restricted shares but may only receive any dividends payable on such restricted shares if and at the time the restricted shares vest (such dividends to either be deemed reinvested into additional restricted shares subject to the same terms as the restricted shares to which such dividends relate or accumulated and paid in cash when the restricted shares vest). Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

Restricted Stock Units and Deferred Stock

The compensation committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our shares of Class A common stock at the end of specified deferral periods or upon the occurrence of a specified event. A restricted stock unit award is the grant of a right to receive a specified number of our shares of Class A common stock (or the cash value thereof) upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award (or payment of the cash value thereof).

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. Unless the agreement eliminates such rights, however, a grantee receiving restricted stock units or deferred stock will receive dividend equivalents with respect to restricted

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stock units or deferred stock, and such dividend equivalents will either be deemed to be reinvested in additional shares of restricted stock units or deferred stock subject to the same terms as the shares of restricted stock or deferred stock to which such dividend equivalents relate or accumulated and paid in cash only if the related restricted stock units or deferred stock becomes vested and payable.

Performance Units

The compensation committee may grant performance units, which entitle a grantee to cash or shares of Class A common stock conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The initial value of a performance unit will be determined by the compensation committee at the time of grant. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Performance Shares

The compensation committee may grant performance shares, which entitle a grantee to a certain number of shares of Class A common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Bonus Shares

The compensation committee may grant fully vested shares of Class A common stock as bonus shares (if available under the five percent (5%) exception to the one-year minimum vesting rule) or shares of Class A common stock subject to such terms and conditions as are specified in the award agreement.

Dividend Equivalents

The compensation committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our shares. Dividend equivalents may be paid directly to grantees upon vesting or may be deferred for later delivery under the 2018 Omnibus Incentive Compensation Plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in our shares, other awards or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

LTIP Units

The compensation committee may grant equity-based awards under the 2018 Omnibus Incentive Compensation Plan, valued by reference to shares of our Class A common stock, consisting of Holdco Units in GS Holdings and an equal number of shares of our Class B common stock, which will be referred to as “LTIP Units.” LTIP Units may be subject to any vesting conditions as the compensation committee may determine and set forth in the agreement, similar to any other type of equity award, such as restricted stock. Holders of LTIP Units will have the right to exchange such units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or for cash, at our option. Any Holdco Units exchanged under the exchange provisions described above will thereafter be owned by GreenSky, Inc. and the corresponding shares of Class B common stock will be cancelled. Each LTIP Unit awarded will be equivalent to an award of one share of our Class A common stock for purposes of reducing the number of shares of Class A common stock available

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under the 2018 Omnibus Incentive Compensation Plan. The Holdco Units will be issued by GS Holdings.

Other Stock-Based Awards

In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the 2018 Omnibus Incentive Compensation Plan also authorizes the compensation committee to grant awards that are valued in whole or in part by reference to or otherwise based on shares of our Class A common stock. The compensation committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash.

Cash Incentive Awards

The compensation committee may grant cash incentive awards to any eligible person in such amounts and upon such terms, including the achievement of specific performance goals during the applicable performance period, as the compensation committee may determine. An eligible person may have more than one cash incentive award outstanding at any time. For instance, the compensation committee may grant an eligible employee one cash incentive award with a calendar year performance period as an annual incentive bonus and a separate cash incentive award with a multi-year performance period as a long-term cash incentive bonus.

The compensation committee shall establish performance goals applicable to each cash incentive award in its discretion and the amount that will be paid to the grantee pursuant to such cash incentive award if the applicable performance goals for the performance period are met. If an eligible person earns the right to receive a payment with respect to a cash incentive award, such payment will be made in cash in accordance with the terms of the award agreement. If the award agreement does not specify a payment date with respect to a cash incentive award, payment of the cash incentive award will be made no later than the 15th day of the third month following the end of the taxable year of the grantee or our fiscal year during which the cash incentive award becomes vested and payable.

Performance-Based Awards

The compensation committee may require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition to awards being granted or becoming exercisable or payable under the 2018 Omnibus Incentive Compensation Plan, or as a condition to accelerating the timing of such events. Any applicable performance measure may be applied on a pre- or post-tax basis. The compensation committee may, provided that the formula for such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. The levels of performance required with respect to performance measures may be expressed in absolute or relative terms and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance measures may differ for awards to different grantees. The compensation committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such award. Any one or more of the performance measures may apply to the grantee, a department, unit, division or function within our Company or any one or more of its subsidiaries; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices). An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. Additionally, the vesting, exercise or payment of an award can be conditioned on mere continued employment or service.

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Settlement of Awards

Awards generally may be settled in cash, shares of our Class A common stock, other awards or other property (including Holdco Units under LTIP Units), in the discretion of the compensation committee. Each share of Class A common stock awarded will result in the issuance by GS Holdings to GreenSky, Inc. of a corresponding Holdco Unit.

Change of Control

If there is a merger or consolidation of GreenSky, Inc. with or into another corporation or a sale of substantially all of our shares (a “Corporate Transaction”) that results in a Change in Control (as defined in the 2018 Omnibus Incentive Compensation Plan), and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the compensation committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the compensation committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the compensation committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. If any other award is not vested immediately prior to the consummation of the Corporate Transaction, such award will be cancelled without any payment to the grantee.

Amendment to, and Termination of, the 2018 Omnibus Incentive Compensation Plan

The 2018 Omnibus Incentive Compensation Plan may be amended, suspended or terminated by our board of directors without further stockholder approval, unless such stockholder approval of any such amendment is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our shares of Class A common stock are then listed or quoted. An amendment will be contingent on approval of our Company’s stockholders if the amendment would (i) increase the benefits accruing to participants under the 2018 Omnibus Incentive Compensation Plan, including without limitation, any amendment to the 2018 Omnibus Incentive Compensation Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increase the aggregate number of shares of Class A common stock that may be issued under the 2018 Omnibus Incentive Compensation Plan, or (iii) modify the requirements as to eligibility for participation in the 2018 Omnibus Incentive Compensation Plan.

In addition, subject to the terms of the 2018 Omnibus Incentive Compensation Plan, no amendment or termination of the 2018 Omnibus Incentive Compensation Plan may materially and adversely affect the right of a grantee under any outstanding award granted under the 2018 Omnibus Incentive Compensation Plan without the participant’s consent.

Unless earlier terminated by our board of directors, the 2018 Omnibus Incentive Compensation Plan will terminate when no shares of Class A common stock remain reserved and available for issuance and no other awards remain outstanding or, if earlier, on the tenth anniversary of the adoption of the 2018 Omnibus Incentive Compensation Plan by our board of directors.

Stockholder Rights

No participant shall have any rights as a stockholder of the Company (or as a member of GS Holdings) until such award is settled by the issuance of Class A common stock (or, if

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applicable, Holdco Units), other than awards for which certain voting and dividend rights or dividend equivalents may be granted.

Transferability

Generally, an award is non-transferable except by will or the laws of descent and distribution, and during the lifetime of the participant to whom the award is granted, the award may only be exercised by, or payable to, the participant. However, the compensation committee may provide that awards other than ISOs or a corresponding SAR that is related to an ISO may be transferred by a participant to any permitted transferee (as defined in the 2018 Omnibus Incentive Compensation Plan). Any such transfer will be permitted only if (i) the participant does not receive any consideration for the transfer, (ii) the compensation committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the permitted transferee. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the participant, except that such transferee may only transfer the award by will or the laws of descent and distribution.

No Repricing

Notwithstanding any other provision of the 2018 Omnibus Incentive Compensation Plan, no option or SAR may be amended to reduce the exercise or grant price nor cancelled in exchange for other options or SARs with a lower exercise or grant price or shares or cash, without stockholder approval.

Compliance With Applicable Law

No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which our Company is a party, and the rules of all domestic stock exchanges on which our Company’s shares may be listed.

No Employment Rights

Awards do not confer upon any individual any right to continue in the employ or service of our Company or any subsidiary.

Recoupment of Awards

The 2018 Omnibus Incentive Compensation Plan provides that awards granted under the 2018 Omnibus Incentive Compensation Plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of “incentive-based compensation” under the Exchange Act or under any applicable rules and regulations promulgated by the SEC or other applicable law or the primary stock exchange on which our shares are listed.

Miscellaneous

Each participant in the 2018 Omnibus Incentive Compensation Plan remains subject to the securities trading policies adopted by our Company from time to time with respect to the exercise of options or SARs or the sale of shares of Company stock acquired pursuant to awards granted under the 2018 Omnibus Incentive Compensation Plan. A grantee shall forfeit any and all rights under an award upon notice of termination by the Company or any affiliate for “Cause” as such term is defined in the 2018 Omnibus Incentive Compensation Plan. Award agreements shall contain such other terms and conditions as the compensation committee may determine in its sole discretion (to the extent not inconsistent the 2018 Omnibus Incentive Compensation Plan).

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Other Supplemental Benefits

Our named executive officers are eligible for the following benefits on a similar basis as other eligible employees:

•

health, dental and vision insurance;

•

paid-time-off days;

•

life and accidental death and dismemberment insurance;

•

short-term (voluntary) and long-term disability insurance;

•

health savings account programs;

•

critical, accident and life insurance (voluntary); and

•

401(k) plan, which generally allows employees who satisfy certain eligibility requirements to defer up to 75% of their compensation, within limits established by Internal Revenue Service regulations, with our Company having the ability to make matching contributions up to 6% of base compensation.

Director Compensation

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our directors during the fiscal year ended December 31, 2017.


Name ⁽¹⁾	Equity Awards ($)			Option Awards ($)			All Other Compensation ($) ⁽²⁾		Total ($)
Joel Babbit		—	⁽³⁾		—	⁽³⁾		530,779		530,779
Gregg Freishtat		—	⁽⁴⁾		—	⁽⁴⁾		819,892		819,892
Nigel Morris		—	⁽⁵⁾		—			5,531,856		5,531,856
Robert Sheft		—			—			88,921,289		88,921,289
Bryan Taylor ⁽⁶⁾		—			—			32,267,799		32,267,799


	(1)		Messrs. Zalik and Benjamin serve both as executive officers and directors of our Company. Their compensation is fully reflected in the Summary Compensation Table above, and they do not receive any additional compensation for their service as directors.
	(2)		The compensation included in the “All Other Compensation” column includes: (i) for Mr. Babbit, (a) tax distributions in the amount of $52,933 in connection with profits interests during 2017 and (b) special distributions in the amount of $477,846; (ii) for Mr. Freishtat, (a) tax distributions in the amount of $96,469 in connection with profits interests during 2017 and (b) special distributions in the amount of $723,423; and (iii) for Mr. Morris, (a) tax distributions in the amount of $359,326 in connection with Class A units during 2017, (b) special distributions in the amount of $2,560,148 and (c) fees in the amount of $2,612,382 in connection with finalizing our August 2017 term loan transaction, of which $1,509,575 was paid to an entity controlled by Mr. Morris during 2017 and the remaining $1,102,807 was set aside for subsequent payment; (iv) for Mr. Sheft, (a) tax distributions in the amount of $11,586,976 in connection with Class A units during 2017 and (b) special distributions in the amount of $77,334,313; and (v) for Mr. Taylor, (a) tax distributions in the amount of $4,205,754 in connection with Class B units during 2017 and (b) special distributions in the amount of $28,062,045. See “Dividend Policy" and “Certain Relationships and Related Party Transactions—Other Related Party Transactions.”

	(3)		On April 13, 2015, we awarded Mr. Babbit options to purchase 43,088 Class A units with an exercise price of $56.49 per unit. Those options were subsequently capped at $76.00 per unit, and Mr. Babbit was awarded 43,088 companion profits interests with a threshold price equal to the cap price of $76.00 per unit. Those options and profits interests vest at the rate of 20% per year, with remaining vesting dates of April 13, 2018, April 13, 2019 and April 13, 2020, provided that he remains a director of our Company. As of December 31, 2017, Mr. Babbit held 43,088 options and 43,088 companion profits interests.
	(4)		On January 1, 2014, we awarded Mr. Freishtat options to purchase 43,488 Class A units with an exercise price of $10.81 per unit. Those options were subsequently capped at $76.00 per

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			unit, and Mr. Freishtat was awarded 43,488 companion profits interests with a threshold price equal to the cap price of $76.00 per unit. Those options and profits interest vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019, provided that he remains a director of our Company. As of December 31, 2017, Mr. Freishtat beneficially owned 43,488 options and 43,488 companion profits interests.

	(5)		As of December 31, 2017, Mr. Morris beneficially owned (i) 95,698 Class A units of GS Holdings held by QED Fund II, LP; (ii) warrants held by QED Fund II, LP exercisable for 130,464 Class A units of GS Holdings with an exercise price of $10.81 per unit, and a cap of $114.18 per unit, which vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019, provided that Mr. Morris remains a director of our Company; and (iii) 130,464 profits interests with a threshold value of $114.18. In December 2017, the warrants to purchase 130,464 Class A units were capped at $114.18 per unit and QED Fund II, LP was awarded 130,464 companion profits interests with a threshold price equal to the cap price of $114.18 per unit. The grant date fair value of the warrants that were issued on January 1, 2014 was $250,444. We evaluated the modification of the warrants grant in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, and determined that the fair value of the modified award did not exceed the fair value of the original award on the date of the modification. As such, there were no incremental equity-based payments to recognize in 2017 as a result of this modification.
	(6)		Mr. Taylor resigned from our board of directors in 2018.

Other than as disclosed above, we have not paid our directors any cash or equity compensation. We also reimburse all directors for travel and other necessary business expenses incurred in the performance of director services and extend coverage to them under our directors’ and officers’ indemnity insurance policy.

Following this offering, we intend to implement a compensation program for our directors consisting of cash fees and equity awards. We also intend to enter into indemnification agreements with each director.

Compensation Policies and Practices as They Relate to Risk Management

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as “Rule 10b5-1 plans,” in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from such director or officer. The director or officer may amend a Rule 10b5-1 plan in some circumstances and generally may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our policy on insider trading and communications with the public.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2015, we have engaged in certain transactions with our directors, executive officers and holders of more than 5% of our voting securities and their affiliates.

The following are summaries of certain provisions of our related party agreements, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore urge you to review the agreements in their entirety.

Reorganization Transactions

Prior to and in connection with the consummation of this offering, we will consummate the Reorganization Transactions pursuant to the agreements filed as exhibits to the registration statement of which this prospectus forms a part. See “Organizational Structure.”

Operating Agreement of GS Holdings

As a result of the Reorganization Transactions, GreenSky, Inc. will hold a significant equity interest in GS Holdings and will be the managing member of GS Holdings. Accordingly, GreenSky, Inc. will operate and control all of the business and affairs of GS Holdings and, through GS Holdings and its operating entity subsidiaries, conduct our business.

Prior to the completion of this offering, the operating agreement of GS Holdings will be amended and restated (referred to as the Holdings LLC Agreement) to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units). Each of the Continuing LLC Members and GreenSky, Inc. will enter into the Holdings LLC Agreement.

Under the Holdings LLC Agreement, GreenSky, Inc., as the managing member of GS Holdings, has the right to determine when distributions (other than tax distributions) will be made to holders of Holdco Units in GS Holdings and the amount of any such distributions, subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments). If a distribution with respect to Holdco Units is authorized, such distribution will be made to the holders of Holdco Units pro rata based on their holdings of Holdco Units in accordance with their terms. In turn, GS Holdings, which is the managing member of GSLLC, has the right to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions.

Under the terms of the Holdings LLC Agreement, all of the Holdco Units received by the Continuing LLC Members in the Reorganization Transactions (and any Holdco Units received upon exercise of options or warrants) will be subject to restrictions on disposition. Additionally, following the Reorganization Transactions, Holdco Units, options and warrants will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable.

The holders of Holdco Units in GS Holdings, including GreenSky, Inc., will incur United States federal, state and local income taxes on their respective share of any taxable income of GS Holdings. Net profits and net losses of GS Holdings generally will be allocated to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata in accordance with their respective share of the net profits and net losses of GS Holdings. The Holdings LLC Agreement will provide for cash distributions, which we refer to as “tax distributions,” based on certain assumptions, to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata based on their Holdco Units in GS Holdings. Generally, these tax distributions to holders of Holdco Units in GS Holdings will be an amount equal to our estimate of the taxable income of GS Holdings, net of taxable losses, allocable per Holdco Unit in GS Holdings multiplied by an assumed tax rate set forth in the Holdings LLC Agreement. Because tax distributions will be determined based on an assumed tax rate, GS Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that GS Holdings would have paid if it were taxed on its net income at the assumed rate. Tax distributions will be made only to the extent all distributions from GS Holdings

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for the relevant year were insufficient to cover such tax liabilities. Any distributions will be subject to available cash and applicable law and contractual restrictions.

Exchange Agreement

In connection with the Reorganization Transactions, the Continuing LLC Members, GS Holdings and GreenSky, Inc. will enter into the Exchange Agreement under which the Continuing LLC Members (or certain permitted transferees thereof), and any other Exchange Agreement parties will have the right, subject to the terms of the Exchange Agreement, to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). The Exchange Agreement will provide that as a general matter an Exchange Agreement party will not have the right to exchange Holdco Units if we determine that such exchange would be prohibited by law. We may impose additional restrictions on exchange that we determine to be necessary or advisable so that GS Holdings is not treated as a “publicly traded partnership” for United States federal income tax purposes. As an Exchange Agreement party exchanges Holdco Units for shares of our Class A common stock or cash, at our option, the number of Holdco Units held by GreenSky, Inc. is correspondingly increased as we acquire the exchanged Holdco Units, and a corresponding number of shares of Class B common stock are cancelled. We have reserved for issuance shares of Class A common stock in respect of the aggregate number of shares of Class A common stock that may be issued upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, or for cash, at our option (such determination to be made by the disinterested members of our board of directors). The cash amount will be based on the market price of the Class A common stock.

An Exchange Agreement party will not be permitted to exchange Holdco Units pursuant to the Exchange Agreement during the 180-day period after the date of this prospectus, unless it has executed a lock-up agreement.

Purchase of Holdco Units and Redemption of Class A Common Stock

At the time of this offering, we intend to use a portion of the net proceeds to us from this offering to (i) purchase an aggregate of Holdco Units (or Holdco Units if the underwriters’ option is exercised in full) from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors listed below, for aggregate consideration of approximately $ (or $ if the underwriters’ option is exercised in full), and (ii) redeem an aggregate of shares of our Class A common stock from equity holders of the Former Corporate Investors for aggregate consideration of approximately $ , assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. The table below sets forth the number of Holdco Units to be purchased by us from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase by an Exchanging Member will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions. See “Use of Proceeds” and “Principal Stockholders.”

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Name of Beneficial Owner	Number of Holdco Units to be purchased by us from the Exchanging Members	Aggregate purchase price
			$

2018 Omnibus Incentive Compensation Plan

Our 2018 Omnibus Incentive Compensation Plan will become effective once the registration statement of which this prospectus is a part is declared effective. The plan provides for grants of stock options, restricted stock and other equity-based awards. Our directors, officers and other employees and persons who engage in services for us are eligible for grants under the plan. The purpose of the plan is to provide these individuals with incentives to maximize stockholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.”

Registration Rights Agreement

Effective upon consummation of this offering, we will enter into a registration rights agreement whereby, following the expiration of the 180-day lock-up period related to this offering, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) issuable to certain of the Continuing LLC Members upon exchange of Holdco Units (and automatic cancellation of shares of Class B common stock) and (ii) issued to equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. The registration rights agreement will also require us to make available and keep effective shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, certain of those stockholders will have the ability to exercise certain demand registration rights and/or piggyback registration rights in connection with underwritten registered offerings requested by any of such holders or initiated by us.

Tax Receivable Agreement

The Continuing LLC Members may from time to time (subject to the terms of the Exchange Agreement regarding exchange rights) exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock of GreenSky, Inc. on a one-for-one basis or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). GS Holdings (and each of its subsidiaries classified as a partnership for federal income tax purposes) intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), that will be effective for the taxable year in which this offering is completed and each subsequent taxable year in which an exchange of Holdco Units (and cancellation of shares of Class B common stock) for shares of Class A common stock occurs. Our purchase of Holdco Units from the Exchanging Members in connection with this offering, our acquisition of the equity of the Former Corporate Investors, and

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the exchanges of Holdco Units (and cancellation of shares of Class B common stock) for shares of Class A common stock in the future are expected to result, with respect to GreenSky, Inc., in increases in the tax basis of the assets of GS Holdings that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that GreenSky, Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

We will enter into a Tax Receivable Agreement with the TRA Parties that will provide for the payment from time to time by GreenSky, Inc. to those parties of 85% of the amount of the benefits, if any, that GreenSky, Inc. realizes or, under certain circumstances (such as a change of control), is deemed to realize as a result of (i) the aforementioned increases in tax basis, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (iii) any deemed interest deductions arising from payments made by us under the Tax Receivable Agreement, and (iv) certain tax attributes of the Former Corporate Investors at the time of the Reorganization Transactions. These payment obligations are obligations of GreenSky, Inc. and not of GS Holdings. We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. For purposes of the Tax Receivable Agreement, subject to certain exceptions noted below, the benefit deemed realized by GreenSky, Inc. generally will be computed by comparing the actual income tax liability of GreenSky, Inc. (calculated with certain assumptions) to the amount of such taxes that GreenSky, Inc. would have been required to pay had there been no increase to the tax basis of the assets of GS Holdings as a result of our purchase of Holdco Units from the Exchanging Members in connection with this offering and the exchanges of Holdco Units and had GreenSky, Inc. not derived any tax benefits in respect of payments made under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired, unless we materially breach any of our material obligations under the agreement or elect an early termination of the agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

	•		the timing of any subsequent exchanges of Holdco Units—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of GS Holdings at the time of each exchange;
	•		the price of shares of our Class A common stock at or around the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of GS Holdings is affected by the price of shares of our Class A common stock at the time of the exchange;
	•		the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available;
	•		the amount and timing of our income—GreenSky, Inc. generally will be required to pay 85% of the deemed benefits as and when deemed realized; and
	•		the allocation of basis increases among the assets of GS Holdings and certain tax elections affecting depreciation.

Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering, our acquisition of the equity of the Former Corporate Investors and future exchanges of Holdco Units (and cancellation of shares of Class B common stock) as described above would aggregate to approximately $ million over 15 years from the date of this offering based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay to the TRA Parties or their permitted assignees

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approximately 85% of such amount, or approximately $ million, over the 15-year period from the date of this offering.

If GS Holdings does not have taxable income, GreenSky, Inc. generally is not required to make payments under the Tax Receivable Agreement for that taxable year because no benefit actually will have been realized. Nevertheless, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years and the utilization of such tax attributes will result in payments under the Tax Receivable Agreement. We expect that the payments that we may make under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, (a) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (b) distributions to GreenSky, Inc. by GS Holdings are not sufficient to permit GreenSky, Inc. to make payments under the Tax Receivable Agreement after it has paid its taxes and other obligations. Further, it is possible that there could be tax legislation in later years that would change the relevant tax law, and therefore alter this analysis in material ways. We are not able to predict with certainty the specific effect of such future tax legislation on these estimates. GreenSky, Inc.’s obligations pursuant to the Tax Receivable Agreement will rank pari passu with its other general trade credit obligations. The payments under the Tax Receivable Agreement are not conditioned upon any recipient’s continued ownership of us or GS Holdings, and the right to receive payments can be assigned.

The effects of the Tax Receivable Agreement on our consolidated balance sheet upon each purchase or exchange of Holdco Units generally are as follows:

	•		We will record an increase in deferred tax assets for the estimated income tax effects of the increase in the tax basis of the assets owned by GreenSky, Inc. based on enacted federal, state and local income tax rates at the date of the exchange or purchase. To the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis of expected future earnings, we will reduce the deferred tax asset with a valuation allowance.
	•		We will record an increase in liabilities for 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased or exchanged interests as noted above and (ii) certain other tax benefits subject to the Tax Receivable Agreement.
	•		We will record an increase to paid-in capital in an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to the TRA Parties under the Tax Receivable Agreement. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement have been estimated. All of the effects of changes in any of our estimates after the date of the exchange or purchase will be included in our net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine in accordance with the Tax Receivable Agreement. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefits that we actually realize in respect of (a) the increases in tax basis resulting from our purchases or exchanges of Holdco Units, (b) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (c) any actual or deemed interest deductions arising from our payments under the Tax Receivable Agreement, and (d) the tax attributes that we receive in connection with the Former Corporate Investors. Decisions made by GreenSky, Inc. in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that we are required to make under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability without giving rise to any obligations to make

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payments under the Tax Receivable Agreement. Payments generally are due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of plus basis points from the due date (without extensions) of such tax return.

Additionally, the Tax Receivable Agreement will provide that (1) in the event that we materially breach any of our material obligations under the Tax Receivable Agreement, whether as a result of failure to make any payment, failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the agreements in a bankruptcy or otherwise, (2) if, at any time, we elect an early termination of the agreement or (3) upon certain changes of control of the Company our (or our successor’s) obligations under the agreements (with respect to all Holdco Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in accordance with the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. There is no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. Additionally, the obligation to make a lump-sum payment upon a change of control may deter potential acquirors, which could negatively affect our stockholders’ potential returns. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering and the use of proceeds to us therefrom, based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $ million in the aggregate under the Tax Receivable Agreement.

Other Related Party Transactions

We lease approximately 71,000 square feet of office space located at 1797 NE Expressway, Atlanta, Georgia from a company owned by David Zalik, our Chief Executive Officer. As of December 31, 2017, the base rental rate is $22.17 per square foot, subject to annual increases of 3% at the beginning of each new lease year. The current lease term is through April 30, 2023. For the fiscal years ended December 31, 2017, 2016 and 2015, our total rent expenses for such lease were approximately $1.5 million, $1.1 million and $1.1 million, respectively.

Prior to December 31, 2017, we serviced certain loan receivables that Robert Sheft (a director of our Company) and certain of his affiliates had purchased from certain Bank Partners. The underlying loans generally had consumer credit scores and/or other attributes that did not satisfy the long-term investment criteria of our Bank Partners and were approved in error. For the fiscal years ended December 31, 2017, 2016 and 2015, we received aggregate amounts of $132,743, $42,892 and $122,982, respectively, in servicing fees for those loan receivables. The foregoing arrangement was terminated as of June 29, 2017, when Mr. Sheft sold those loan receivables to one of our Bank Partners.

In November 2016, we sold approximately $20 million of loan receivables to Mr. Sheft and his affiliate and an affiliate of David Zalik (our Chief Executive Officer), and entered into a related servicing agreement pursuant to which we receive servicing fees as consideration for servicing those loan receivables. For the years ended December 31, 2017 and 2016, we received aggregate amounts of $26,453 and $4,443, respectively, in servicing fees for those loan receivables. We do not currently anticipate similar transactions in the future.

We have obtained certain website support and marketing services from affiliates of Joel Babbit, a director of our Company. During the years ended December 31, 2017 and 2016, we paid $0 and $105,700, respectively, to MNN Holdings, LLC, an affiliate of Mr. Babbit, for those services. Additionally, during the years ended December 31, 2017 and 2016, we paid $134,445 and $124,390, respectively, to Babbit Bodner Inc., a public relations firm controlled by Mr. Babbit’s daughter, for public relations services.

On January 1, 2014, we awarded QED Fund II, LP, an affiliate of Nigel Morris, a director of our Company, warrants to purchase 130,464 Class A units at an exercise price of $10.81 per unit. Those warrants vest at the rate of 20% per year with a remaining vesting date of January 1, 2019. In

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December 2017, those warrants were capped at $114.18 per unit and Mr. Morris was awarded 130,464 companion profits interests with a threshold value of $114.18. Additionally, on October 29, 2015, we awarded QED Fund II, LP, an affiliate of Mr. Morris, warrants to purchase 10,000 Class A units at an exercise price of $0.01 per unit, which warrants have since been exercised. All of such warrants were awarded in exchange for consulting services. In August 2017, Mr. Morris earned fees of approximately $2.6 million in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the term loan and, therefore, were expensed as incurred, rather than deferred against the term loan balance. Of that amount, $1,509,575 was paid during 2017, and the remaining $1,102,807 was set aside for subsequent payment, to QED Fund II, LP.

In April 2018, we entered into a client services agreement with LF Search, LLC, pursuant to which we receive certain executive search and recruiting services. To date in 2018, we have paid approximately $58,000 to LF Search, LLC for those services. Nigel Morris, a director of our Company, is the managing partner of QED Venture Build Partners, LLC, which manages QED Venture Build Fund I, LP, the majority unit holder of LF Search, LLC.

In September 2016, we extended a new-hire inducement loan to Chris Forshay, an executive officer of our Company, in the principal amount of $125,000. The loan was non-interest bearing and the outstanding balance was scheduled to be forgiven ratably over 30 months, subject to continued employment with our Company. As of December 31, 2017, the loan had an outstanding principal balance of $60,417. The remaining balance of $47,917 was forgiven in April 2018.

In November 2014, we extended a new-hire inducement loan to Robert Partlow, an executive officer of our Company, in the principal amount of $150,000. The loan was non-interest bearing and the outstanding balance was forgiven in four installments over 24 months, subject to continued employment with our Company. The loan was forgiven in full prior to 2017.

In November 2016, we extended a new-hire inducement loan to Steven Fox, an executive officer of our Company, in the principal amount of $150,000. The loan was non-interest bearing and the outstanding balance was scheduled to be forgiven ratably over 6 quarters, subject to continued employment with our Company. The remaining balance of $25,000 was forgiven in April of 2018.

See Note 12 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

At our request, the underwriters have reserved up to % of the Class A Shares offered by this prospectus for the sale to directors, officers, employees and other individuals associated with us. See “Underwriting” for additional information regarding the directed share program.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Policies and Procedures With Respect to Related Party Transactions

Upon the consummation of this offering, we intend to adopt policies and procedures whereby our audit committee will be responsible for reviewing and approving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. In addition, our code of ethics will require that all of our employees and directors inform our Company of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

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PRINCIPAL STOCKHOLDERS

The table below sets forth information regarding the beneficial ownership of shares of our Class A common stock and Class B common stock as of March 31, 2018 after giving effect to the Reorganization Transactions for:

	•		each beneficial owner of more than 5% of any class of our voting securities;
	•		each of our named executive officers;
	•		each of our directors; and
	•		all of our executive officers and directors as a group.

The following table does not reflect any shares of our Class A common stock that our directors and officers or 5% holders may purchase in this offering pursuant to our directed share program.

The beneficial ownership information is presented on the following bases:

•

after giving effect to the Reorganization Transactions (as described under “Organizational Structure”), but before this offering;

•

after giving effect to the Reorganization Transactions described above, plus (i) the sale of shares of Class A common stock by us in this offering and (ii) the related purchase of Holdco Units from the Exchanging Members, and redemption of shares of our Class A common stock from equity holders of the Former Corporate Investors, with a portion of the net proceeds of this offering; and

•

after giving effect to the issuance and purchases described above, plus (i) the sale of additional shares of Class A common stock by us in connection with the underwriters’ option to purchase additional shares in this offering and (ii) the related purchase of additional Holdco Units (with cancellation of an equal number of shares of Class B common stock) from the Exchanging Members with a portion of the net proceeds of this offering.

Beneficial ownership is determined in accordance with SEC rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities or have the right to acquire such voting power or investment power within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each beneficial owner listed in the table below is c/o GreenSky, Inc., 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342.

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Name of Beneficial Owner

Class A common stock ⁽¹⁾⁽²⁾

Class B common stock ⁽¹⁾⁽²⁾

No. of
Shares
Before
Offering

% of
Combined
Voting
Power
Before
Offering

No. of
Shares
After
Offering

% of
Combined
Voting
Power
After
Offering

% of
Combined
Voting
Power
After
Offering,
Including
Full
Option
Exercise

No. of
Shares
Before
Offering

% of
Combined
Voting
Power
Before
Offering

No. of
Shares
After
Offering

% of
Combined
Voting
Power
After
Offering

% of
Combined
Voting
Power
After
Offering,
Including
Full
Option
Exercise

5% Stockholders:

David Zalik ⁽³⁾

Robert Sheft and Jeffrey Gold ⁽⁴⁾

Pacific Investment Management Company LLC ⁽⁵⁾

TPG Growth II Advisors, Inc. ⁽⁶⁾

TPG Georgia Holdings, L.P. ⁽⁶⁾

Named Executive Officers and Directors (other than those already listed above):

Joel Babbit ⁽⁷⁾

Gerry Benjamin ⁽⁸⁾

Tim Kaliban ⁽⁹⁾

John Flynn ⁽¹⁰⁾

Gregg Freishtat ⁽¹¹⁾

Nigel Morris ⁽¹²⁾

Executive officers and directors as a group (16 persons) ⁽¹³⁾

	*		Represents less than 1%.
	(1)		Our Class A common stock entitles holders thereof to one vote per share, and our Class B common stock initially entitles holders thereof to ten votes per share, voting together as a single class. See “Description of Capital Stock—Common Stock.”

	(2)		Subject to the terms of the Exchange Agreement, Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). See “Certain Relationships and Related Party Transactions—Exchange Agreement.” Beneficial ownership of Holdco Units is not reflected in this table; however, information concerning ownership of Holdco Units is included in the footnotes below, where applicable.

	(3)		Following this offering, Mr. Zalik will beneficially own (i) Holdco Units and shares of Class B common stock held by Founders Technology Investors, LLC; and (ii) Holdco Units and shares of Class B common stock held by Financial Technology Investors, LLC. Mr. Zalik is the sole manager of each of Founders Technology Investors, LLC and Financial Technology Investors, LLC.
	(4)		Following this offering, Mr. Sheft will beneficially own Holdco Units and shares of Class B common stock held by GS Investment Holdings, LLC. Mr. Sheft’s wife and brother are the members of RS Management Advisors, LLC, which is the Trustee of the Robert Sheft 2012 Trust and the Robert Sheft Dynasty Trust. Those trusts together own 99%, and Mr. Sheft owns 1%, of GS Investment Holdings, LLC. As such, Mr. Sheft has shared investment power over these shares. Pursuant to an agreement between RS Management Advisors, LLC and Jeffrey Gold, Mr. Gold has the right to vote these shares but otherwise has no economic interest in these shares.

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	(5)		Following this offering, Pacific Investment Management Company LLC will beneficially own (i) Holdco Units and shares of Class B common stock held by TOBI XXXII LLC; (ii) Holdco Units and shares of Class B common stock held by TOBI III SPE IX LLC; and (iii) Holdco Units and shares of Class B common stock held by OC II AIV III LP. The address of the beneficial owner is 650 Newport Center Drive, Newport Beach, CA 92660.

	(6)		Following this offering, TPG Growth II Advisors, Inc. will beneficially own (i) Holdco Units and shares of Class B common stock held by TPG Georgia Holdings, L.P.; and (ii) shares of Class A common stock held by . The general partner of TPG Georgia Holdings, L.P. and the ultimate owner of is TPG Growth II Advisors, Inc. David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. and therefore may be deemed to beneficially own the securities held by TPG Georgia Holdings, L.P. and . Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by TPG Georgia Holdings, L.P. and except to the extent of their pecuniary interest therein. The address of the beneficial owner is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

	(7)		Following this offering, Mr. Babbit will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options held by Mr. Babbit with an exercise price of $ per unit.

	(8)		Following this offering, Mr. Benjamin will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options with an exercise price of $ per unit.

	(9)		Following this offering, Mr. Kaliban will beneficially own (i) Holdco Units and shares of Class B common stock; (ii) Holdco Units and shares of Class B common stock held by Kaliban 2014, LLC; and (iii) Holdco Units and shares of Class B common stock issuable upon exercise of options held by Mr. Kaliban with an exercise price of $ per unit. Mr. Kaliban is the sole manager of Kaliban 2014, LLC.

	(10)		John Flynn is a Principal at TPG Capital and has no voting or investment power over, and disclaims beneficial ownership of, the securities held by TPG Georgia Holdings, L.P. The address of Mr. Flynn is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

	(11)		Following this offering, Mr. Freishtat will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options with an exercise price of $ per unit.

	(12)		Following this offering, Mr. Morris will beneficially own (i) Holdco Units and shares of Class B common stock held by QED Fund II, LP; (ii) Holdco Units and shares of Class B common stock issuable upon exercise of warrants held by QED Fund II, LP with an exercise price of $ per unit; and (iii) Holdco Units and shares of Class B common stock issuable upon the exercise of warrants held by QED Fund II, LP with an exercise price of $ per unit. QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner.

	(13)		Includes (i) Holdco Units and shares of Class B common stock; (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options; and (iii) Holdco Units and shares of Class B common stock issuable upon the exercise of warrants.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of certain material terms of our certificate of incorporation and bylaws that will be in effect upon consummation of this offering. This description is only a summary and does not contain all the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. As used in this “Description of Capital Stock,” the terms “GreenSky, Inc.,” “we,” “our” and “us” refer to GreenSky, Inc., a Delaware corporation, and do not, unless otherwise specified, include the subsidiaries of this Delaware corporation.

Authorized Capitalization

Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, our authorized capital stock will consist of shares of Class A common stock, par value $0.01 per share, of which shares will be issued and outstanding, shares of Class B common stock, par value $0.01 per share, of which shares will be issued and outstanding, and shares of preferred stock, par value $0.01 per share, none of which will be issued and outstanding.

Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

We have two classes of common stock: Class A, which has one vote per share, and Class B, which initially has ten votes per share. The Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law. The holders of the outstanding shares of Class A common stock and Class B common stock are entitled to vote separately as different classes upon any amendment to our certificate of incorporation that would increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of such class so as to affect them adversely.

Class A Common Stock

Voting Rights

Holders of shares of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

Dividend Rights

Subject to the rights of the holders of any preferred stock that may be outstanding and any contractual or statutory restrictions, holders of our Class A common stock are entitled to receive equally and ratably, share for share, dividends as may be declared by our board of directors out of funds legally available to pay dividends. Dividends upon our Class A common stock may be declared by our board of directors at any regular or special meeting, and may be paid in cash, in property, or in shares of capital stock. Before payment of any dividend, there may be set aside out of any of our funds available for dividends, such sums as the board of directors deems proper as reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any of our property, or for any proper purpose, and the board of directors may modify or abolish any such reserve.

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Liquidation Rights

Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any outstanding shares of preferred stock.

Other Matters

The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock, including the Class A common stock offered in this offering, are fully paid and non-assessable.

Class B Common Stock

Voting Rights

Holders of shares of Class B common stock are entitled to ten votes per share on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. The holders of Class B common stock do not have cumulative voting rights in the election of directors.

Our certificate of incorporation will provide that once the collective holdings of the Continuing LLC Members in the aggregate is less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by stockholders.

No Dividend or Liquidation Rights

Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of GreenSky, Inc.

Exchange for Class A Common Stock

Pursuant to the Exchange Agreement, the Continuing LLC Members, and any other Exchange Agreement parties, may from time to time (subject to the conditions therein), exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any shares of Class B common stock corresponding to Holdco Units that are exchanged will be cancelled. See “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Other Matters

The shares of Class B common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class B common stock. All outstanding shares of our Class B common stock are fully paid and non-assessable.

Following the Reorganization Transactions, Holdco Units (and shares of Class B common stock) will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable. For example, Holdco Units (and shares of Class B common stock) issued in the Reorganization Transactions to an Original Profits Interests Holder who is an executive officer would be forfeited if such individual is no longer employed by our Company.

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Preferred Stock

Our certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

	•		the designation of the series;
	•		the number of shares of the series which our board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
	•		whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
	•		the dates at which dividends, if any, will be payable;
	•		the redemption rights and price or prices, if any, for shares of the series;
	•		the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
	•		the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our Company, or upon any distribution of assets of our Company;
	•		whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other corporation and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
	•		the preferences and special rights, if any, of the series and the qualifications and restrictions, if any, of the series;
	•		the voting rights, if any, of the holders of the series; and
	•		such other rights, powers and preferences with respect to the series as our board of directors may deem advisable.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the , which would apply if and for so long as our Class A common stock is listed on the , require stockholder approval of certain issuances. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. One of the effects of the existence of unissued and unreserved Class A common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of Class A common stock at prices higher than prevailing market prices.

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of our certificate of incorporation and bylaws, which are summarized in the following paragraphs, may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

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Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us or otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our certificate of incorporation prohibits cumulative voting.

Stockholder Action by Written Consent and Calling of Special Meetings of Stockholders

Our certificate of incorporation will provide that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and bylaws will also provide that, except as otherwise required by law, special meetings of the stockholders can be called only by the Chairman of our board of directors, our Chief Executive Officer or pursuant to a resolution adopted by a majority of the total number of directors that we would have if there were no vacancies. Except as described above, stockholders will not be permitted to call a special meeting or to require the board of directors to call a special meeting.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Our bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed.

These provisions may defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company.

Classified Board of Directors

Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors.

Removal of Directors; Vacancies

Our certificate of incorporation will provide that directors may be removed from office only for cause and only upon the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock entitled to vote in the election of directors. In addition, any newly-created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring on the board of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Amendment to Certificate of Incorporation and Bylaws

The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the

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case may be, requires a greater percentage. Our bylaws may be amended, altered, changed or repealed by a majority vote of our board of directors. In addition to any other vote otherwise required by law, any amendment, alteration, change, or repeal of our bylaws by our stockholders will require the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock, voting as a single class. Additionally, the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock, voting as a single class, will be required to amend or repeal certain provisions of our certificate of incorporation or to adopt any provision inconsistent with specified provisions of our certificate of incorporation. This requirement of a supermajority vote to approve amendments to our certificate of incorporation and bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.

Delaware Anti-Takeover Statute

Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless (1) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (2) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (3) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law.

Under our certificate of incorporation, we will opt into Section 203 of the DGCL, and will therefore be subject to Section 203. Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests. Our board of directors also will approve the acquisition, whether as part of the Reorganization Transactions or pursuant to the Exchange Agreement, of Class A common stock and Class B common stock by the Original GS Equity Owners and their affiliates.

Limitations on Liability and Indemnification of Officers and Directors

Our certificate of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. In addition, as permitted by Delaware law, our certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except:

	•		for breach of duty of loyalty;
	•		for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
	•		under Section 174 of the DGCL (unlawful dividends); or
	•		for transactions from which the director derived improper personal benefit.

We are also expressly authorized to, and do, carry directors’ and officers’ insurance providing coverage for our directors, officers and certain employees for some liabilities. We believe that these

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indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We intend to enter into indemnification agreements with each of our directors and officers providing for additional indemnification protection beyond that provided by the directors’ and officers’ liability insurance policy. In the indemnification agreements, we will agree, subject to certain exceptions, to indemnify and hold harmless the director or officer to the maximum extent then authorized or permitted by the provisions of our certificate of incorporation, the DGCL, or by any amendment(s) thereto.

There is currently no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Choice of Forum

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against the company or any director or officer of our Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against our Company or any director or officer of our Company that is governed by the internal affairs doctrine. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. The exclusive forum provision does not apply to any actions under United States federal securities laws.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30 ^th Floor, New York, New York 10004-1561.

Listing

Prior to this offering, there has been no public market for our Class A common stock. We intend to apply to list our Class A common stock on the under the symbol “GSKY.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. No prediction is made as to the effect, if any, future sales of shares, or the availability for future sales of shares, will have on the market price of our Class A common stock prevailing from time to time. The sale of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A common stock.

Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, we will have outstanding shares of Class A common stock (or shares of Class A common stock if the underwriters exercise their option to purchase additional shares in full) and shares of Class B common stock. The shares of Class A common stock sold in this offering (other than any shares sold pursuant to our directed share program that are subject to “lock-up” restrictions as described under “Underwriting”) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A common stock held by our “affiliates,” as defined in Rule 144, which would be subject to the limitations and restrictions described below.

In addition, pursuant to certain provisions of the Exchange Agreement, the Continuing LLC Members, and any other Exchange Agreement parties, can from time to time, exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based upon the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, the Continuing LLC Members will hold Holdco Units (or Holdco Units if the underwriters exercise their option to purchase additional shares in full), all of which will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any shares of Class A common stock we issue upon such exchanges would be “restricted securities,” as defined in Rule 144, unless we register such issuances.

Registration Statement on Form S-8

In addition, shares of our Class A common stock may be granted under our 2018 Omnibus Incentive Compensation Plan (including any LTIP Units, which may be granted thereunder), which amount may be subject to annual adjustment. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.” We intend to file one or more registration statements on Form S-8 under the Securities Act to register (i) Class A common stock issued or reserved for issuance under our 2018 Omnibus Incentive Compensation Plan and (ii) shares of Class A common stock that may be issued upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which may be issued upon exercise of options. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market, subject to any vesting restrictions or the lock-up restrictions and Rule 144 limitations applicable to affiliates described below.

Registration Rights

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Transactions. Securities registered under any registration statement will be available for sale in the open market unless restrictions apply. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Lock-Up of Our Class A Common Stock

We, all of our directors and officers, and substantially all of our equity holders, have agreed with the underwriters, subject to certain exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock (including any shares acquired pursuant to our directed share program) or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A common stock, whether owned directly by such member (including holding as a custodian) or with respect to which such member has beneficial ownership within the rules and regulations of the SEC, during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Currently, the underwriters have no current intention to release the aforementioned holders of our Class A common stock from the lock-up restrictions described above.

Our lock-up agreement will provide for certain exceptions. See “Underwriting.”

Rule 144

The shares of Class A common stock to be issued upon exchange of the Holdco Units and other shares of Class A common stock not sold in this offering will be, when issued, “restricted” securities under the meaning of Rule 144, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an “affiliate” of ours at any time during the three months preceding a sale, and who has held restricted securities (within the meaning of Rule 144) for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those securities, subject only to the availability of current public information about us. As defined in Rule 144, an “affiliate” of an issuer is a person that directly, or indirectly, through one or more intermediaries, controls, or is under common control with the issuer. A non-affiliated person who has held restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those securities without regard to the provisions of Rule 144.

A person (or persons whose securities are aggregated) who is deemed to be an affiliate of ours and who has held restricted securities (within the meaning of Rule 144) for at least six months would be entitled to sell within any three-month period a number of securities that does not exceed the greater of one percent of the then outstanding shares of securities of such class or the average weekly trading volume of securities of such class during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us (which requires that we are current in our periodic reports under the Exchange Act).

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of United States federal income tax consequences to non-U.S. holders, as defined below, of the purchase, ownership and disposition of shares of our Class A common stock. This summary applies only to non-U.S. holders of shares of our Class A common stock that purchase the shares in this offering and will hold such shares as capital assets (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code.

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our Class A common stock that, for United States federal income tax purposes, is not a partnership and is not any of the following:

	•		an individual who is a citizen or resident of the United States;
	•		a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•		an estate the income of which is subject to United States federal income taxation regardless of its source; or
	•		a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for United States federal income tax purposes.

This summary is based upon provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated under the Internal Revenue Code, rulings and other administrative pronouncements, and judicial decisions, all as in effect on the date hereof. These authorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. No assurance is given that a change in law, possibly with retroactive application, will not significantly alter the tax considerations described in this summary.

This summary does not address all aspects of United States federal income taxation and does not address non-U.S., state, local, alternative minimum, gift and estate, or other tax considerations, including the Medicare tax on certain investment income, that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, this summary does not describe the United States federal income tax consequences applicable to you if you are subject to special treatment under United States federal income tax laws, including, but not limited to:

	•		former citizens or residents of the United States;
	•		financial institutions;
	•		insurance companies;
	•		an entity treated as a partnership or other pass-through entity for United States federal income tax purposes (or a partner in a partnership or a beneficial owner of a pass-through entity that holds our Class A common stock);
	•		a person who acquired shares of our Class A common stock as compensation or otherwise in connection with the performance of services;
	•		brokers, dealers or traders in securities, commodities or currencies;
	•		traders that elect to mark—to—market their securities;
	•		persons who hold our Class A common stock as a position in a “straddle,” “hedge”, “conversion transaction” or other risk reduction transaction;
	•		regulated investment companies or real estate investment trusts;
	•		controlled foreign corporations or passive foreign investment companies; and
	•		tax-exempt organizations.

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We have not sought and do not plan to seek any rulings from the IRS regarding the statements made and the conclusions reached in this summary. There is no assurance that the IRS or a court will not successfully assert positions concerning the tax consequences of the ownership or disposition of shares of our Class A common stock that differ from those discussed in this summary.

This summary is for general information only and is not intended to constitute a complete description of all United States federal income tax consequences for non-U.S. holders relating to the purchase, ownership and disposition of shares of our Class A common stock. If you are considering the purchase of shares of our Class A common stock, you should consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of shares of our Class A common stock, as well as the consequences to you arising under U.S. tax laws other than the federal income tax law discussed in this summary or under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

Dividends

As discussed under the section entitled “Dividend Policy” above, we do not currently anticipate paying cash dividends. In the event that we do make distributions of cash or property (other than certain stock distributions) with respect to our Class A common stock (or that we engage in certain redemptions that are treated as distributions with respect to Class A common stock), any such distributions generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent any such distributions exceed both our current and our accumulated earnings and profits, such excess amount will be allocated ratably among each share of common stock with respect to which the distribution is paid and will first be treated as a tax-free return of capital reducing your adjusted tax basis in our Class A common stock, but not below zero, and thereafter will be treated as gain from the sale or other taxable disposition of such stock, the treatment of which is discussed under “—Gain on Disposition of Shares of Class A Common Stock.” Your adjusted tax basis in a share of our Class A common stock generally is equal to your purchase price for such share, reduced by the amount of any such prior tax-free returns of capital (but not below zero).

Dividends paid to a non-U.S. holder generally will be subject to a U.S. withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder of shares of our Class A common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends generally will be required (a) to properly complete IRS Form W-8BEN or W-8BEN-E (or other applicable form) and certify under penalty of perjury that such holder is not a U.S. person as defined under the Internal Revenue Code and is eligible for treaty benefits, or (b) if such holder’s shares of our Class A common stock are held through certain foreign intermediaries or foreign partnerships, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. This certification must be provided to us or our paying agent prior to the payment to a non-U.S. holder of any dividends and must be updated periodically, including upon a change in circumstances that makes any information on such certificate incorrect.

Dividends paid to a non-U.S. holder that are effectively connected with the conduct of a trade or business within the United States by such non-U.S. holder (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) generally will not be subject to the aforementioned withholding tax, provided certain certification and disclosure requirements are satisfied (including providing a properly completed IRS Form W-8ECI or other applicable IRS Form W-8). Instead, such dividends generally will be subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates in generally the same manner as if the non-U.S. holder were a U.S. person as defined under the Internal Revenue Code, unless an applicable income tax treaty provides otherwise. A non-U.S. holder that is treated as a corporation for United States federal income tax purposes may be subject to an additional

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“branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits attributable to dividends that are effectively connected with its conduct of a U.S. trade or business (and, if an income tax treaty applies, are attributable to its U.S. permanent establishment), subject to adjustments.

A non-U.S. holder of shares of our Class A common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

A non-U.S. holder (including for this purpose, a partnership) that is not an individual may be subject to a 30% withholding under the Foreign Account Tax Compliance Act (the “FATCA”) even if it is eligible to claim the benefits of a tax treaty if certain information reporting rules are not complied with, as discussed below under “—Foreign Account Tax Compliance Act.”

Gain on Disposition of Shares of Class A Common Stock

Subject to the discussion below of backup withholding tax and FATCA, any gain realized by a non-U.S. holder on the sale or other disposition of shares of our Class A common stock generally will not be subject to United States federal income tax unless:

	•		the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment);
	•		the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or other disposition, and certain other conditions are met; or
	•		we are or have been a U.S. real property holding corporation for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held shares of our common stock, and certain other conditions are met.

In the case of a non-U.S. holder described in the first bullet point above, any net gain derived from the disposition generally will be subject to United States federal income tax under graduated United States federal income tax rates on a net income basis in generally the same manner as if the non-U.S. holder were a U.S. person as defined under the Internal Revenue Code, unless an applicable income tax treaty provides otherwise. Additionally, a non-U.S. holder that is a corporation may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its U.S. permanent establishment), subject to adjustments. Except as otherwise provided by an applicable income tax treaty, an individual non-U.S. holder described in the second bullet point above will be subject to a 30% tax on any gain derived from the disposition, which may be offset by certain U.S. source capital losses, provided that the non-U.S. holder has timely filed United States federal income tax returns with respect to such losses, even though the individual is not considered a resident of the United States under the Internal Revenue Code. With respect to the third bullet point above, we believe we are not and, although no assurance is given, do not anticipate becoming a U.S. real property holding corporation for United States federal income tax purposes. If we are, or become, a U.S. real property holding corporation, then, as long as our Class A common stock is regularly traded on an established securities market, a non-U.S. holder will generally not be subject to United States federal income tax on the disposition of our common stock so long as the non-U.S. holder has not held more than 5% (actually or constructively) of our total outstanding common stock at any time during the shorter of the five-year period preceding the date of such disposition or such non-U.S. holder’s holding period. You should consult your own tax advisor about the consequences that could result if we are, or become, a U.S. real property holding corporation.

Information Reporting and Backup Withholding

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the

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country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the United States income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Legislation and administrative guidance, commonly known as “FATCA,” generally imposes a withholding tax of 30% on any dividends on our Class A common stock paid to certain “foreign financial institutions,” as specifically defined under such rules (and including where such entity is acting as an intermediary), and generally including a non-U.S. investment vehicle, unless such institution enters into an agreement with the United States government to, among other things, collect and provide to the United States tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or another exception applies. Absent any applicable exception, FATCA generally will also impose a withholding tax of 30% on any dividends on our Class A common stock paid to a foreign entity that is not a foreign financial institution unless such entity provides the withholding agent with either a certification that such entity does not have any substantial U.S. owners or a certification identifying the substantial U.S. owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity, and meets certain other specified requirements. Finally, beginning on January 1, 2019, withholding of 30% generally will also apply to the gross proceeds of a disposition of our Class A common stock paid to a foreign financial institution or to a non-financial foreign entity unless the reporting and certification requirements described above have been met or another exception applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder of our Class A common stock may be eligible for refunds or credits of such taxes, and a non-U.S. holder might be required to file a United States federal income tax return to claim such refunds or credits. Investors are encouraged to consult with their tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

THE SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. POTENTIAL PURCHASERS OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX AND TAX TREATY CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters.


Underwriters		Number of shares
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Raymond James & Associates, Inc.
Sandler O’Neill & Partners, L.P.
Fifth Third Securities, Inc.
Guggenheim Securities, LLC
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days following the date of the underwriting agreement. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the shares offered by this prospectus for sale to the directors, officers, certain employees and other individuals associated with us through a directed share program. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by the Company

No
Exercise

Full
Exercise

Per Share

Total

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance of the shares and subject to the underwriters’ right to withdraw, cancel or modify offers to the public and to reject any order in whole or in part.

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We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed to reimburse the underwriters for the fees and expenses of their legal counsel in an amount not to exceed $ related to the clearance of this offering with the Financial Industry Regulatory Authority, Inc.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Prior to the offering, there has been no public market for the Class A common stock. The initial public offering price has been negotiated by us and the representatives. Among the factors to be considered in determining the initial public offering price of the Class A common stock, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply to list our Class A common stock on the under the trading symbol “GSKY.”

We, each of our officers and directors and substantially all of our equity holders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s stock, and, together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market.

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The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the , in the over-the-counter market or otherwise.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those derivatives, the third parties may sell securities covered by this prospectus, including in short sale transactions. If so, the third party may use securities pledged by our Company or borrowed from our Company or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from our Company in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter or will be identified in a post-effective amendment.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Certain of the underwriters or their respective affiliates are lenders under our term loan and revolving loan facility. Additionally, affiliates of Fifth Third Securities, Inc. and SunTrust Robinson Humphrey, Inc. are our Bank Partners and originate the loans made under the GreenSky program.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

We have retained FTP Securities LLC (“FT Partners”), a FINRA member, to provide certain financial advisory services in connection with this offering. FT Partners is not engaged in, nor affiliated with any entity that is engaged in, the solicitation or distribution of the offering and is an independent financial advisor for purposes of FINRA Rule 5110.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our shares of Class A common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our Class A common stock may be made at any time under the following exemptions under the Prospectus Directive:

	•		To any legal entity which is a qualified investor as defined in the Prospectus Directive;
	•		To fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
	•		In any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares of our Class A common stock shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

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For the purposes of this provision, the expression an “offer to the public” in relation to our Class A common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase shares of our Class A common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU7) and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by,

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the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai International Financial Centre (“DIFC”)

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Australia

This document:

•

does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;

•

does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations

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Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of us. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), “BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the shares for the purposes of the Securities and Investment Business Act, 2010 (“SIBA”) or the Public Issuers Code of the British Virgin Islands.

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China

This document does not constitute a public offer of shares, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

165

Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

South Africa

Due to restrictions under the securities laws of South Africa, the shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

the offer, transfer, sale, renunciation or delivery is to:

	(a)		persons whose ordinary business is to deal in securities, as principal or agent;
	(b)		the South African Public Investment Corporation;
	(c)		persons or entities regulated by the Reserve Bank of South Africa;
	(d)		authorised financial service providers under South African law;
	(e)		financial institutions recognised as such under South African law;
	(f)		a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
	(g)		any combination of the person in (a) to (f); or

the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

No “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”)) in South Africa is being made in connection with the issue of the shares. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the shares in South Africa constitutes an offer of the shares in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from “offers to the public” set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as “SA Relevant Persons”). Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

166

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the shares of Class A common stock offered hereby, will be passed upon for us by Troutman Sanders LLP. The underwriters are represented by Skadden, Arps, Slate, Meagher & Flom LLP.

EXPERTS

The balance sheet of GreenSky, Inc. as of December 31, 2017 included in this prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of GreenSky Holdings, LLC and its consolidated subsidiaries as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon consummation of this offering, we will be required to file periodic reports, proxy statements and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

167

INDEX TO FINANCIAL STATEMENTS


	Page
Audited Financial Statement of GreenSky, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of December 31, 2017		F-3
Notes to Balance Sheet		F-4
Audited Consolidated Financial Statements of GreenSky Holdings, LLC (“GS Holdings”)
Report of Independent Registered Public Accounting Firm		F-5
Consolidated Balance Sheets at December 31, 2017 and 2016		F-6
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015		F-7
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015		F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015		F-9
Notes to Consolidated Financial Statements		F-10

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholder:

Opinion on the Financial Statement—Balance Sheet

We have audited the accompanying balance sheet of GreenSky, Inc. as of December 31, 2017, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA
March 27, 2018

We have served as the Company’s auditor since 2017.

F-2

GreenSky, Inc.
BALANCE SHEET


	December 31, 2017
Assets
Cash		$	10

Total assets		$	10

Commitments and Contingencies (Note 4)
Stockholders’ Equity
Common stock, $0.01 par value per share, 100 shares authorized, 100 shares issued and outstanding		$	1
Additional paid-in capital			9

Total stockholders’ equity		$	10

See accompanying Notes to Financial Statements.

F-3

GreenSky, Inc.
NOTES TO BALANCE SHEET

1. Organization

GreenSky, Inc. (the “Company”) was incorporated in Delaware on July 12, 2017 and was a wholly owned subsidiary of GreenSky, LLC (“GSLLC”) as of December 31, 2017. Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its sole material asset will be a controlling equity interest in GreenSky Holdings, LLC (“GS Holdings”), which holds all of the equity interest in GSLLC. As the managing member of GS Holdings, the Company will operate and control all of the business and affairs of GS Holdings, and through GS Holdings and its subsidiaries, conduct its business.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet was prepared in conformity with U.S. generally accepted accounting principles. Separate statements of operations, changes in stockholders’ equity and cash flows have not been presented because the Company has not engaged in any business or other activities except in connection with its formation and initial capitalization.

3. Stockholders’ Equity

The Company is authorized to issue 100 shares of common stock, par value $0.01 per share, all of which were issued and outstanding as of December 31, 2017.

On July 20, 2017, the Company issued 100 shares of common stock to GSLLC for $10.00, of which $9.00 was recorded as additional paid-in capital.

4. Commitments and Contingencies

We did not have any commitments or contingencies as of December 31, 2017.

5. Subsequent Events

The Company performed an evaluation of subsequent events through March 27, 2018, which is the date the balance sheet was issued.

F-4

Report of Independent Registered Public Accounting Firm

To the Board of Managers
of GreenSky Holdings, LLC and unitholders:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of GreenSky Holdings, LLC and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA
March 27, 2018

We have served as the Company’s auditor since 2014.

F-5

GreenSky Holdings, LLC
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)


	December 31,
	2017				2016
Assets
Cash		$	224,614			$	185,243
Restricted cash			129,224				42,871
Loan receivables held for sale, net			73,606				41,268
Accounts receivable, net			18,358				16,762
Related party receivables			218				1,435
Property, equipment and software, net			7,848				7,018
Other assets			9,021				7,608

Total assets		$	462,889			$	302,205

Liabilities, Temporary and Permanent Equity (Deficit)
Liabilities
Accounts payable		$	6,845			$	2,680
Accrued compensation and benefits			7,677				5,915
Other accrued expenses			1,606				3,238
Finance charge reversal liability			94,148				68,064
Term loan			338,263				—
Related party liabilities			1,548				1,054
Other liabilities			38,841				9,044

Total liabilities			488,928				89,995

Commitments, Contingencies and Guarantees (Note 11)
Temporary Equity (Note 14)
Redeemable Class B preferred units, no par value, 3,032,635 units issued and outstanding at December 31, 2017 and 2016
Preference outstanding of $215.8 million at December 31, 2017 and $300.0 million at December 31, 2016
Redeemable Class C preferred units, no par value, 1,262,749 units issued and outstanding at December 31, 2017 and 252,550 units at 2016
Preference outstanding of $234.4 million at December 31, 2017 and $50.0 million at December 31, 2016
Redeemable preferred units			430,348				335,720
Permanent Equity (Deficit)
Class A units, no par value, 13,339,345 units issued and outstanding at December 31, 2017, and 13,329,965 units at December 31, 2016
Paid-in capital			(554,906	)			(283,529	)
Retained earnings			98,519				160,019

Total permanent equity (deficit)			(456,387	)			(123,510	)

Total liabilities, temporary and permanent equity (deficit)		$	462,889			$	302,205

See accompanying Notes to Consolidated Financial Statements.

F-6

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit data)


	Year ended December 31,
	2017				2016				2015
Revenue
Transaction fees		$	278,958			$	228,446			$	152,678
Servicing and other			46,929				35,419				20,779

Total revenue			325,887				263,865				173,457
Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145				36,506
Compensation and benefits			54,650				39,836				27,738
Sales and marketing			2,198				1,085				861
Property, office and technology			10,062				8,000				4,283
Depreciation and amortization			3,983				3,708				2,356
General and administrative			14,876				10,602				7,071
Related party expenses			4,811				1,678				1,536

Total costs and expenses			180,288				144,054				80,351

Operating profit			145,599				119,811				93,106
Other income/(expense), net
Interest income			5,180				7,302				1,912
Interest expense			(7,536	)			—				—
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)

Total other income/(expense), net			(6,931	)			4,653				713

Net income		$	138,668			$	124,464			$	93,819

Net income attributable to participating interests			35,449				25,233				17,594

Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225

Earnings per unit attributable to Class A unit holders:
Basic		$	7.74			$	7.44			$	5.72

Diluted		$	7.49			$	7.19			$	5.54

Pro forma net income attributable to Class A unit holders (unaudited):
Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225
Pro forma income tax expense attributable to Class A unit holders			39,643				38,347				28,327

Pro forma net income attributable to Class A unit holders		$	63,576			$	60,884			$	47,898

Pro forma earnings per unit attributable to Class A unit holders (unaudited):
Basic		$	4.77			$	4.57			$	3.59

Diluted		$	4.62			$	4.41			$	3.48

See accompanying Notes to Consolidated Financial Statements.

F-7

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands)


	Permanent Equity Units			Paid-in Capital				Retained Earnings				Total Permanent Equity (Deficit)				Temporary Equity
	Class A
Balance at December 31, 2014		13,330,958			$	(285,386	)		$	26,074			$	(259,312	)		$	287,566
Net income		—				—				93,819				93,819				—
Issuances		105,263				10,000				—				10,000				—
Redemptions		(118,546	)			(11,050	)			—				(11,050	)			—
Distributions		—				—				(37,433	)			(37,433	)			—
Unit Option exercises		14,918				64				—				64				—
Share-based compensation		—				999				—				999				—
Equity-based payments to non-employees		—				95				—				95				—

Balance at December 31, 2015		13,332,593			$	(285,278	)		$	82,460			$	(202,818	)		$	287,566

Net income		—				—				124,464				124,464				—
Issuances		—				—				—				—				48,154
Redemptions		(7,628	)			(539	)			—				(539	)			—
Distributions		—				—				(46,905	)			(46,905	)			—
Unit Option exercises		5,000				—				—				—				—
Share-based compensation		—				1,897				—				1,897				—
Equity-based payments to non-employees		—				391				—				391				—

Balance at December 31, 2016		13,329,965			$	(283,529	)		$	160,019			$	(123,510	)			335,720

Net income		—				—				138,668				138,668				—
Issuances		—				—				—				—				194,387
Redemptions		(20,820	)			(447	)			—				(447	)			—
Distributions		—				(275,197	)			(200,168	)			(475,365	)			(99,759	)
Unit Option and warrant exercises		30,200				15				—				15				—
Share-based compensation		—				3,951				—				3,951				—
Equity-based payments to non-employees		—				301				—				301				—

Balance at December 31, 2017		13,339,345			$	(554,906	)		$	98,519			$	(456,387	)		$	430,348

See accompanying Notes to Consolidated Financial Statements.

F-8

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)


	Year ended December 31,
	2017				2016				2015
Cash flows from operating activities
Net income		$	138,668			$	124,464			$	93,819
Adjustments to reconcile net income to net cash provided by/(used in) operating activities
Depreciation and amortization			3,983				3,708				2,356
Provision for bad debt expense			817				322				61
Share-based compensation expense			3,951				1,897				999
Equity-based payments to non-employees			301				391				95
Impairment losses			78				107				115
Losses on abandonment			—				44				94
Non-cash rent expense			(308	)			(278	)			—
Amortization of debt related costs			687				—				—
Loss on extinguishment of debt			254				—				—
Fair value change in assets and liabilities			2,071				—				—
Original issuance discount on term loan payment			(9	)			—				—
Other losses			—				36				—
Changes in assets and liabilities:
(Increase)/decrease in loan receivables held for sale			(32,338	)			(39,425	)			3,394
(Increase)/decrease in accounts receivable			(2,412	)			(4,100	)			(1,597	)
(Increase)/decrease in related party receivables			1,217				(1,360	)			75
(Increase)/decrease in deposits			—				5,837				(1,073	)
(Increase)/decrease in other assets			(823	)			1,266				(5,609	)
Increase/(decrease) in accounts payable			3,222				440				(687	)
Increase/(decrease) in finance charge reversal liability			26,084				18,605				21,553
Increase/(decrease) in related party liabilities			494				1,035				(89	)
Increase/(decrease) in other liabilities			14,457				8,954				4,667

Net cash provided by operating activities			160,394				121,943				118,173

Cash flows from investing activities
Purchases of property, equipment and software			(4,135	)			(4,666	)			(3,251	)

Net cash used in investing activities			(4,135	)			(4,666	)			(3,251	)

Cash flows from financing activities
Issuances of units			200,000				50,000				10,000
Redemptions of units			(447	)			(539	)			(10,970	)
Proceeds from term loan			346,500				—				—
Repayments of term loan			(866	)			—				—
Distributions to unit holders			(561,935	)			(46,905	)			(39,485	)
Unit Option and warrant exercises			15				—				64
Payment of equity transaction expenses			(5,500	)			(1,831	)			(96	)
Payment of debt issuance costs			(8,302	)			—				—

Net cash provided by/(used in) financing activities			(30,535	)			725				(40,487	)

Net increase in cash and restricted cash			125,724				118,002				74,435
Cash and restricted cash at beginning of period			228,114				110,112				35,677

Cash and restricted cash at end of period		$	353,838			$	228,114			$	110,112

Supplemental cash flow information
Interest paid		$	6,475			$	—			$	—
Income taxes paid			254				306				88
Supplemental non-cash investing and financing activities
Equity transaction costs accrued but not paid		$	114			$	15			$	—
Property, equipment and software acquired but not paid			756				—				1,298
Distributions accrued but not paid			13,189				—				—

See accompanying Notes to Consolidated Financial Statements.

F-9

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per unit data, unless otherwise stated)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

GreenSky Holdings, LLC (“GS Holdings”) is a limited liability company that was organized in Georgia in August 2017 as the holding company of GreenSky, LLC (“GSLLC”), the operating company. As further explained in Note 9 and Note 14 to the consolidated financial statements, effective August 24, 2017 following the formation of GS Holdings, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. As a result, GSLLC became a wholly owned subsidiary of GS Holdings. The transaction was accounted for as a common control transaction in accordance with ASC 805, Business Combinations . As such, GS Holdings accounted for the equity at its carrying amount on the date of transfer. No gain or loss was recorded in the consolidated financial statements.

As the common control transaction resulted in a change in the reporting entity and the entities were always under common control, the consolidated financial statements as of and for the year ended December 31, 2017 were presented, and the comparative consolidated financial statements were retrospectively adjusted, as if the transaction had occurred as of the earliest period presented. As GS Holdings had no operations prior to the equity exchange, the comparative consolidated financial statements reflect the same basis as consolidated GSLLC, while the current period consolidated financial statements reflect the combined activities of GSLLC and GS Holdings as if they operated as one entity since the inception of common control.

GSLLC is a limited liability company that was organized in Georgia in 2006 and was formerly known as GreenSky Trade Credit, LLC until December 2015. Unless the context requires otherwise, references to “we,” “us,” “our,” “the Company” or “GreenSky” mean consolidated GS Holdings and its subsidiaries, including GSLLC. Through our wholly owned subsidiaries, we design and manage credit programs for wholesalers, retailers and banks, earning a transaction fee from merchants for each loan a bank partner or other financial entity (collectively, “Bank Partner”) originates and a servicing fee from the Bank Partner for servicing the loan. We assist with origination activities and service consumer loan portfolios for Bank Partners by delivering end-to-end solutions for marketing, origination, credit underwriting, credit processing, payment processing, statement production, customer service, collections and fraud management.

Members of the Company are not liable for the liabilities, debts or obligations of the Company. Members are indemnified by the Company against any losses, judgments, liabilities or expenses arising out of any action or course of conduct of such members in their capacity as members.

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles (“GAAP”). The preparation of our financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the related disclosures in the accompanying notes. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements and share-based compensation. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ because of uncertainties associated with estimating the amounts, timing and likelihood of possible outcomes.

All intercompany balances and transactions are eliminated upon consolidation.

F-10

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Cash and Restricted Cash

Cash includes non-interest and interest-bearing demand deposits with various financial institutions. At times, cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. The Company believes that no significant concentration of credit risk exists with respect to these cash balances based on its assessment of the creditworthiness and financial viability of these financial institutions.

Restricted cash primarily consists of interest-bearing escrow accounts with our Bank Partners that are required under the terms of the contracts with our Bank Partners. Restricted cash is comprised of three components: (i) amounts we have escrowed with Bank Partners as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses; (ii) additional amounts we maintain for certain Bank Partners related to our FCR liability; and (iii) certain custodial in-transit loan funding and consumer borrower payments that we are restricted from using for our operations. As it relates to our restricted cash escrowed with Bank Partners, we record a liability for the amount of restricted cash we expect to be payable to our Bank Partners, which is accounted for as a financial guarantee. Refer to Note 11 for additional information.

For certain Bank Partners, we maintain an additional restricted cash balance based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are within the promotional period less previous finance charge reversals (“FCR”) on such outstanding loans. Restricted cash also includes certain custodial in-transit loan funding and customer payments. We are restricted in our ability to use these custodial funds for our operations. These custodial balances are not considered in our evaluation of restricted cash usage.

The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as of the periods indicated.


	December 31,
	2017			2016
Cash		$	224,614		$	185,243
Restricted cash			129,224			42,871

Cash and restricted cash in Consolidated Statements of Cash Flows		$	353,838		$	228,114

Loan Receivables Held For Sale

Loan receivables held for sale represent a 100% participating interest in the loan products that our Bank Partners originate and the Company subsequently purchases the receivable with the intent to sell to a third party at carrying value. Loan receivables held for sale are recorded at fair value at the time a loan receivable is purchased and are subsequently measured at the lower of cost or fair value on an aggregate homogeneous portfolio basis, which is further discussed in “Fair Value of Assets and Liabilities” below. We earn interest income on such loan receivables. Interest, calculated as a percentage of average outstanding principal balance in accordance with the contractual provisions of the loan arrangements, is accrued on a daily basis and collected directly from the account holder on a monthly basis. Accrued interest receivable and origination costs are deferred in the basis of the loan receivables. When the loan receivables are sold, any previously unrecognized deferred costs are recognized as part of realized gains and losses on sale. Gains and losses from the sale of loan receivables held for sale are included within other income/(expense), net in the Consolidated Statements of Operations.

The entire balance of a loan receivable held for sale is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or

F-11

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

following the due date specified on the customer’s billing statement. Loan receivables held for sale and accrued interest are marked down to zero and written off when the principal or interest is delinquent for greater than 90 days, with the related expenses recorded as reductions of other gains/(losses) and interest income, respectively, which are included within other income/(expense), net in the Consolidated Statements of Operations. Valuation adjustments are also taken if loans delinquent less than 90 days are expected to charge off in the future and are recorded to other gains/(losses) in the Consolidated Statements of Operations. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis as other gains and interest income, respectively.

At times, we transfer our rights to previously charged-off loan receivables (“Charged-Off Receivables”) and receive commensurate proceeds based on the expected recovery rate of such loan receivables. We have no continuing involvement with these Charged-Off Receivables other than performing reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that paid for the rights to the Charged-Off Receivables. The proceeds from the transfers of Charged-Off Receivables attributable to loan receivables held for sale are recognized on a collected basis as other gains/(losses) in the Consolidated Statements of Operations. Refer to “Fair Value of Assets and Liabilities” below for additional information on our Charged-Off Receivables transactions.

Accounts Receivable

Accounts receivable are recorded at their original invoice amounts, which are reduced by any allowance for uncollectible amounts. We establish an allowance for uncollectible amounts when management determines that collectability is uncertain. Accounts receivable are written off once delinquency exceeds 90 days. Recoveries of previously written off accounts receivable are recognized on a collected basis as a reduction to the provision for bad debt expense, which is included within general and administrative expenses in the Consolidated Statements of Operations.

Property, Equipment, Software, Depreciation and Amortization

Property, equipment and software includes furniture, leasehold improvements, computer hardware and software and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment. We capitalize qualified costs incurred to develop internal-use software, which primarily include internal and external labor expenses. We also capitalize costs for replacements and major enhancements when it is probable that the expenditures will result in additional functionality or will extend the useful life of existing functionality. Costs for minor replacements, enhancements, maintenance and repairs of internal-use software are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows:


Asset Category		Estimated Useful Lives
Computer hardware and software		3 years
Furniture		5 years
Leasehold improvements		Shorter of life of asset or remaining lease term

Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any related gain or loss is included within general and administrative expenses in the Consolidated Statements of Operations.

We evaluate the carrying amounts of property, equipment and software for impairment whenever events or changes in circumstances indicate that the carrying values may not be recoverable. Impairment losses are included within general and administrative expenses in the Consolidated Statements of Operations.

F-12

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Servicing Assets and Liabilities

The Company assumes a right, obligation, or neither a right nor obligation to service consumer loans each time a loan is originated by a Bank Partner. In accordance with ASC 860, Transfers and Servicing , when we determine that the compensation we receive to service loans is more than adequate or less than adequate, we assess the fair value of a servicing asset or liability using a discounted cash flow model and subsequently measure the servicing asset or liability at fair value. As of December 31, 2017 and 2016, the fair values of this class of servicing assets and liabilities were immaterial.

The Company services Charged-Off Receivables to which we transferred our rights to third parties and Bank Partners. As we do not charge a servicing fee in our arrangement with this select group of third parties and Bank Partners, this arrangement gives rise to servicing liabilities. Servicing liabilities related to the Charged-Off Receivables are initially recognized at fair value, using a discounted cash flow model, and are recorded within other liabilities in the Consolidated Balance Sheets. We elected to adopt the fair value method to measure these servicing liabilities subsequent to initial recognition, as we believe that fair value is a more meaningful measure of our expected obligation with respect to this class of servicing liabilities. This election is irrevocable for this class of servicing liabilities. Refer to “Fair Value of Assets and Liabilities” below for additional information on the measurement of these liabilities.

Refer to Note 3 and Note 8 for additional information on our servicing liabilities.

Fair Value of Assets and Liabilities

We have financial assets and liabilities subject to fair value measurement, which include our loan receivables held for sale, FCR liability and servicing liabilities associated with Charged-Off Receivables. Refer to Note 3 for additional fair value disclosures.

ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In valuing this asset or liability, we utilize market data or reasonable assumptions that market participants would use, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The guidance provides a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or a liability as of the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Unobservable inputs for the asset or liability.

An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

We apply the market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities, to value our loan receivables held for sale and the income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount, to value our FCR liability and servicing liabilities.

F-13

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Loan receivables held for sale

Loan receivables held for sale are recorded at the lower of cost or fair value and are, therefore, measured at fair value on a nonrecurring basis. For our loan receivables held for sale, fair value approximates par value, as we have consistently sold loans for the full current balance in historical transactions with our Bank Partners. Loan receivables held for sale are classified within Level 2 of the fair value hierarchy, as the primary component of the price is obtained from observable values of loan receivables with similar terms and characteristics sold to our Bank Partners. We have the ability to access this market, and it is the market into which these loan receivables are typically sold.

Finance charge reversals

We offer certain loan products that have a feature whereby the account holder is provided a promotional period to repay the loan principal balance in full without incurring a finance charge. For these loan products, we bill interest each month throughout the promotional period and, under the terms of the contracts with our Bank Partners, we are obligated to return this billed interest to the Bank Partners if an account holder pays off the loan balance in full within the promotional period. Therefore, the monthly process of billing interest on deferred loan products triggers a potential future FCR liability for the Company. The FCR component of our Bank Partner contracts qualifies as an embedded derivative.

The FCR liability is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is estimated based on historical experience and management’s expectation of future FCR. The FCR liability is classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on the Company’s data, reasonably adjusted for assumptions that would be used by market participants.

The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations.

In 2017, we transferred our rights to Charged-Off Receivables in exchange for a cash payment based on the expected recovery rate of such loan receivables, which consisted primarily of previously charged-off Bank Partner loans. We have no continuing involvement with these Charged-Off Receivables other than performing reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that purchased the Charged-Off Receivables. The proceeds from transfers of Charged-Off Receivables attributable to Bank Partner loans are recognized on a collected basis as reductions to cost of revenue, which reduces the fair value adjustment to the FCR liability in the period of transfer. The following table presents details of Charged-Off Receivable transfers during 2017.


Year ended December 31,	Aggregate Unpaid Balance									Proceeds
	Bank Partner loans			Loan receivables held for sale			Total ⁽¹⁾			Bank Partner loans			Loan receivables held for sale			Total
2017		$	197,114		$	4,165		$	201,279		$	18,968		$	406		$	19,374

⁽¹⁾

Through December 31, 2017, $2,966 of the aggregate unpaid balance on transferred Charged-Off Receivables was recovered through our servicing efforts on behalf of our third party and Bank Partner investors.

Servicing liabilities

Based on our election to adopt the fair value method, our servicing liabilities are carried at fair value on a recurring basis within other liabilities in the Consolidated Balance Sheets and are

F-14

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

estimated using a discounted cash flow model. Servicing liabilities are classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on peer market data, reasonably adjusted for assumptions that would be used by market participants to service our transferred Charged-Off Receivables portfolios, for which market data is not available. Changes in the fair value of our servicing liabilities are recorded within other gains/(losses) in the Consolidated Statements of Operations.

Financial guarantee

Under the terms of the contracts with our Bank Partners, we provide limited protection in the event of excessive Bank Partner portfolio credit losses and record a financial guarantee liability at fair value based on historical experience and the amount of current customer delinquencies expected to convert into Bank Partner portfolio credit losses. Refer to Note 11 for additional information.

Revenue Recognition

On January 1, 2017, we elected to early adopt the requirements of ASU 2014-09, Revenue from Contracts with Customers , as well as subsequent related amendments. As such, our revenue recognition policy is in accordance with ASC Topic 606. See “Recently Adopted Accounting Standards” below for additional information on the new standard and the impacts on our consolidated financial statements.

In each of our revenue arrangements outlined below, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Transaction revenue

Transaction fees

We earn a specified transaction fee in connection with purchases made by borrowers that are financed by our Bank Partners. The transaction fee is a one-time fee payable by the merchant that includes a merchant fee component and an interchange fee component. In our merchant arrangements, our single performance obligation is to facilitate financing to the merchant’s qualified customers who comply with our Bank Partners’ mandatory underwriting criteria and credit policies. As it relates to our merchant arrangements, we act in the capacity of an agent, as our platform facilitates the arrangement between the merchant and customer (for contracted services) and the arrangement between the Bank Partner and customer (for loan financing) and we do not control either the merchant services or the financing prior to them being transferred to the customer.

The merchant fee is calculated by multiplying a set fee percentage (as outlined in a schedule provided to the merchants) by the dollar amount of a loan at the point of origination. As merchant fees are billed to, and collected directly from, the merchant at least monthly, the transaction volume is known and there is no unresolved variable consideration as of the end of a quarterly reporting period. We recognize revenue at the point of sale by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume. While merchant fee reversals are contractually possible, and would constrain our estimate of variable consideration, they have been historically immaterial. Therefore, we have not recognized a refund liability for these reversals. Our expected value is further adjusted during the month for rebates or price concessions (collectively, “price concessions”), as discussed below.

Gross contractual merchant fees may be reduced by volume-based or non-volume-based price concessions to certain merchants and Sponsors, which are offered to generate transaction volume

F-15

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

on the GreenSky platform. As an agent, we recognize merchant fees net of consideration paid to merchants or Sponsors in the form of price concessions, which represents our expected consideration. The price concessions give rise to additional variable consideration at contract inception, which we estimate at the individual merchant level using the expected value method. For merchants and Sponsors receiving monthly or quarterly price concessions, which constitutes the vast majority of our arrangements, it is not probable that a significant reversal in the cumulative amount of revenue recognized would occur, as the uncertainty is resolved by the end of a quarterly reporting period. Therefore, we assign 100% probability to the transaction price as calculated using actual transaction volume net of actual merchant and Sponsor price concessions. In the limited instances in which we issue annual price concessions, which are based on an annual volume target, we determine the expected value based on current quarterly progress and expected future progress (using historical experience) toward achieving the annual volume target. Volume-based rebates paid to merchants and Sponsors that were netted against the gross transaction price were $6,930, $8,241 and $5,423 for the years ended December 31, 2017, 2016 and 2015, respectively.

Interchange fees are calculated by multiplying a set fee percentage (as stipulated by the credit card payment network) by the transaction volume processed through such network. Transaction volume and related fees payable to us are reported to us on a daily basis. Therefore, there is no unresolved variable consideration within a quarterly reporting period. Using the expected value method, we assign 100% probability to the transaction price as calculated using actual transaction volume.

We satisfy our performance obligation to facilitate financing to our merchants’ qualified customers continuously throughout our contractual terms with our Bank Partners. Our merchants receive and consume the benefits of such performance simultaneously as we perform, which is reflected through the consummation of a purchase by the end customer who obtained financing through the GreenSky platform. Therefore, this performance obligation is satisfied over time. Our performance obligation is completely satisfied once a customer’s application has been approved, a credit decision has been reached and a loan has been funded and processed, indicating that a sale has been completed by a merchant on our platform. We measure our progress toward complete satisfaction of this performance obligation using the output method, with transaction volume representing the direct measure that faithfully depicts a completed sale by a merchant on our platform. The value of our service transferred to the merchants is represented by the merchant fee rate, as agreed upon at contract inception, and the interchange fee rate, as stipulated by the credit card payment network. Therefore, we recognize revenue on at least a monthly basis for merchant fees and on a daily basis for interchange fees.

We apply the practical expedient related to incremental costs of obtaining a contract. Although certain of our commission costs qualify for capitalization under ASC 340-40, Contracts with customers , their amortization period is less than one year. Therefore, utilizing the practical expedient, we expense these costs as incurred.

Servicing and other

Servicing fees

Servicing fees are contractual fees specified in our servicing agreements with our Bank Partners that are earned from providing professional services to manage loan portfolios on behalf of our Bank Partners, which represents the single performance obligation in this contractual arrangement. The servicing fee is calculated on a monthly basis by multiplying a set fee percentage (as outlined in the contracts with our Bank Partners) by the average outstanding Bank Partner loan portfolio balance. As the average outstanding loan portfolio balance is not known at contract inception, this arrangement contains variable consideration. However, as servicing fees are settled

F-16

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

monthly with our Bank Partners, the average outstanding loan portfolio balance is known at each month end. Therefore, there is no unresolved variable consideration within a quarterly reporting period. Using the expected value method, we assign 100% probability to the transaction price as calculated using the actual average outstanding loan portfolio balance.

We satisfy our performance obligation to service the Bank Partners’ loans on a recurring, monthly basis for as long as a loan balance is outstanding. The benefits of our servicing are simultaneously received and consumed by the Bank Partners. Therefore, this performance obligation is satisfied over time. We measure our progress toward complete satisfaction of this performance obligation using the output method, with loans outstanding representing the direct measure that faithfully depicts the loans for which control of servicing has transferred to the Bank Partners. The value of our service transferred to the Bank Partners is represented by the servicing fee rate, as agreed upon at contract inception. Therefore, we recognize revenue on a monthly basis upon settling with the Bank Partner.

Disaggregated revenue

Revenue disaggregated by type of service was as follows for the periods presented:


	Year ended December 31,
	2017			2016			2015
Merchant fees		$	234,548		$	190,632		$	123,465
Interchange fees			44,410			37,814			29,213

Transaction fees			278,958			228,446			152,678
Servicing fees			46,575			32,447			20,071
Other ⁽¹⁾			354			2,972			708

Servicing and other			46,929			35,419			20,779

Total revenue		$	325,887		$	263,865		$	173,457

⁽¹⁾

Other revenue includes several miscellaneous revenue items that are individually immaterial. Other revenue is presented separately herein in order to clearly present merchant, interchange and servicing fees, which are more integral to our primary operations and better enable financial statement users to calculate metrics such as servicing and merchant fee yields.

Share-based Compensation

The Company issues Class A unit option awards (“Unit Options”) and profits interest awards to certain employees and non-employees, which are measured at fair value at the date of grant. The fair value determined at the date of grant is expensed, based on our estimate of awards that will eventually vest, on a straight-line basis over the vesting period. Share-based compensation expense is included within compensation and benefits expense in the Consolidated Statements of Operations. Refer to Note 10 for additional information.

Income Taxes

GS Holdings elected at its inception under the Internal Revenue Code to be taxed as a partnership for United States federal and state income tax purposes. As such, in lieu of income taxes at the partnership level, the Company’s unit holders are taxed on their proportionate share of the Company’s taxable income.

F-17

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Related Party Transactions

In the normal course of business, we enter into various transactions with entities or individuals that are deemed to be affiliated companies or persons under the related party definition in ASC 850, Related Party Disclosures. Refer to Note 12 for additional information.

Redeemable Preferred Units

The Company records the issuance and sale of Class B and Class C redeemable preferred units at fair value, net of issuance costs. Subsequent to issuance, Class B and Class C units are further reduced by non-tax equity distributions. As the Class B and Class C preferred units are redeemable at the option of the unit holders, the preferred units are classified as temporary equity in the Consolidated Balance Sheets.

The issuance costs are amortized over the period from the date that it becomes probable that the preferred units will become redeemable to the earliest date the preferred unit can be redeemed, using the interest method. Such amortization is recorded as a reduction to retained earnings. Changes in the redemption value are considered to be changes in accounting estimates. As of December 31, 2017, redemption of Class B and Class C preferred units is not probable. Refer to Note 14 for additional information.

Recently Adopted or Issued Accounting Standards

Rcently Adopted Accounting Standards

Revenue from contracts with customers

In May 2014, the FASB issued ASU 2014-09 to clarify the principles for recognizing revenue and to develop a common revenue standard, which is codified in ASC Topic 606, Revenue from Contracts with Customers . Under this new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB also issued several updates to ASU 2014-09. We elected to early adopt this standard and to apply its provisions as of January 1, 2017 to all open contracts existing as of that date using the modified retrospective approach. We determined that the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings was immaterial. Further, our adoption of the new standard did not have a material impact on any balance sheet or income statement line items in the current period and, as such, we did not record any adjustments to the consolidated financial statements related to our adoption of this standard. The comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods.

Improvements to employee share-based payment accounting

In March 2016, the FASB issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions. Under the new standard, all excess tax benefits and tax deficiencies should be recognized as income tax benefit or expense, respectively, in the income statement when stock awards vest or are settled. In addition, the standard eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statements of cash flows, increases the threshold for withholding an employee’s vested shares for tax-withholding purposes without triggering liability accounting and clarifies that cash payments made by an employer to tax authorities on an employee’s behalf when directly withholding shares for tax-withholding purposes should be presented as a financing activity on the statement of cash flows. The standard also provides an accounting policy election to account

F-18

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

for forfeitures as they occur rather than to estimate the number of awards that are expected to vest. We adopted the standard for the reporting period beginning January 1, 2017. The provisions related to excess tax benefits or deficiencies from share-based award activity are not applicable, as we elected at inception to be taxed as a partnership. We also elected to retain our existing accounting policy election to estimate award forfeitures. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on our Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

Recently Issued Accounting Standards

Recognition and measurement of financial assets and financial liabilities

In January 2016, the FASB issued ASU 2016-01, which is intended to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard is effective for us on January 1, 2018 and, for the majority of its provisions, should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. Currently, only the following provisions are applicable to us: (i) eliminating the disclosure requirement of the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet, (ii) requiring the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (iii) requiring separate presentation of financial assets and financial liabilities by measurement category and form on the balance sheet or in the accompanying notes. We do not anticipate that our adoption of this standard will have a material impact on our consolidated financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize leases with terms greater than 12 months on the balance sheet as right-of-use assets and corresponding liabilities. Lessees will continue to classify leases as either operating leases, using a straight-line expense pattern, or financing leases, using a front-loaded expense pattern. The standard also requires enhanced quantitative and qualitative disclosures related to the lease arrangements. The standard is effective for us on January 1, 2019, with early adoption permitted, using a modified retrospective approach.

We are evaluating the potential impact of adopting this standard by reviewing our existing lease contracts, all of which are operating leases wherein the Company is the lessee. For predominantly all of the future minimum lease payments of $17.9 million as of December 31, 2017 required under our existing operating leases (as disclosed in Note 11) and for other similar leases we may enter into prior to adopting this standard, we expect to gross up our Consolidated Balance Sheets at their present values to recognize the right-of-use assets and lease liabilities. The quantitative impact of adopting this standard remains under evaluation; however, we do not expect material changes to the recognition of rent expense, which is included within property, office and technology expenses and related party expenses in our Consolidated Statements of Operations.

Measurement of credit losses on financial instruments

In June 2016, the FASB issued ASU 2016-13, which is intended to better align the timing of recognition of credit losses on financial instruments with management’s expectations. The standard requires a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. Management must determine expected credit losses for all financial assets held at the reporting date based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts, the

F-19

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

latter of which broadens current guidance. The standard requires enhanced disclosures to help investors and other financial statement users to better understand the significant estimates and judgments used in estimating credit losses. The standard is effective for us on January 1, 2020, with early adoption permitted, but not before January 1, 2019, and for the majority of its provisions should be applied using a modified retrospective approach. We are currently evaluating the potential impact of adopting this standard.

Scope of modification accounting

In May 2017, the FASB issued ASU 2017-09 to provide clarity and reduce both diversity in practice and the cost and complexity to an entity when applying the guidance in ASC 718, Compensation—Stock Compensation, to a change in the terms or conditions of a share-based payment award. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard is effective for us on January 1, 2018 and should be applied prospectively to an award modified on or after the adoption date. We do not anticipate that our adoption of this standard will have a material impact on our consolidated financial statements.

2. Earnings per Unit

We compute earnings per unit (“EPU”) attributable to Class A unit holders using the two-class method required for participating interests. Our participating interests include Class B preferred units, Class C preferred units and profits interests awards, as these interests participate in distributions on a pro-rata basis with Class A units. See Note 10 for additional information on our profits interests awards. Basic EPU attributable to Class A unit holders is computed by dividing net income attributable to Class A unit holders by the weighted-average number of Class A units outstanding.

To calculate diluted EPU attributable to Class A unit holders, basic EPU attributable to Class A unit holders is further adjusted by the effect of dilutive units, including awards under our equity compensation plans and warrants. Diluted EPU attributable to Class A unit holders is computed by dividing the resulting net income attributable to Class A unit holders by the weighted-average number of fully diluted Class A units outstanding.

The numerators and denominators of the basic and diluted EPU attributable to Class A unit holders computations are calculated as follows:


Basic EPU	Year ended December 31,
	2017			2016			2015
	Class A			Class A			Class A
Numerator:
Net income		$	138,668		$	124,464		$	93,819
Less: Net income attributable to participating interests			35,449			25,233			17,594

Net income attributable to Class A unit holders			103,219			99,231			76,225

Denominator:
Weighted average Class A units outstanding			13,336,459			13,332,938			13,335,828

Basic EPU		$	7.74		$	7.44		$	5.72

F-20

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)


Diluted EPU	Year ended December 31,
	2017			2016			2015
	Class A			Class A			Class A
Numerator:
Net income attributable to Class A unit holders		$	103,219		$	99,231		$	76,225

Denominator:
Weighted average Class A units outstanding for basic EPU			13,336,459			13,332,938			13,335,828
Effect of vested and unvested Unit Options			345,159			338,267			336,247
Effect of warrants			90,270			97,412			90,639
Effect of unvested profits interests			—			35,994			—

Number of units used for diluted EPU			13,771,888			13,804,611			13,762,714

Diluted EPU ⁽¹⁾		$	7.49		$	7.19		$	5.54

⁽¹⁾

Our calculation of diluted EPU excludes 55,276, 186,622 and 149,212 units of Class A unit options and profits interests for the years ended December 31, 2017, 2016 and 2015, respectively, as their inclusion would have been anti-dilutive.

3. Fair Value of Assets and Liabilities

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the periods presented. Refer to Note 1, Note 4, Note 7 and Note 8 for additional information on these assets and liabilities.


	Level		December 31, 2017						December 31, 2016
			Carrying Value			Fair Value			Carrying Value			Fair Value
Assets:
Loan receivables held for sale, net ⁽¹⁾		2		$	73,606		$	74,190		$	41,268		$	41,268
Liabilities:
Finance charge reversal liability ⁽²⁾		3		$	94,148		$	94,148		$	68,064		$	68,064
Servicing liabilities ⁽²⁾		3			2,071			2,071			—			—
Term loan ⁽³⁾		2			338,263			345,820			—			—

	⁽¹⁾		Measured at fair value on a nonrecurring basis.
	⁽²⁾		Measured at fair value on a recurring basis. Servicing liabilities are presented within other liabilities in the Consolidated Balance Sheets.
	⁽³⁾		Disclosed, but not carried, at fair value. The carrying value of our term loan is net of unamortized debt discount and debt issuance costs. The fair value of our term loan is determined using a discounted cash flow model based on observable market factors (such as changes in credit spreads for comparable benchmark companies) and credit factors specific to us.

F-21

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

The following table presents the (increases)/decreases in fair value and Consolidated Statements of Operations locations of our liabilities that are measured at fair value on a recurring basis during the following periods.


	Statements of Operations Location	Year ended December 31,
	Statements of Operations Location	2017				2016				2015
Finance charge reversal liability	Cost of revenue		$	(43,295	)		$	(41,503	)		$	(9,270	)
Servicing liabilities	Other gains/(losses)			(2,071	)			—				—

The cash flow impacts of our liabilities that are measured at fair value on a recurring basis are included within net cash provided by operating activities in the Consolidated Statements of Cash Flows.

Finance charge reversals

The following table reconciles the beginning and ending fair value measurements of our FCR liability, which is classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs, during the periods indicated.


	Year ended December 31,
	2017				2016				2015
Beginning balance		$	68,064			$	49,459			$	27,906
Receipts ⁽¹⁾			109,818				79,508				80,826
Settlements ⁽²⁾			(127,029	)			(102,406	)			(68,543	)
Fair value changes recognized in cost of revenue ⁽³⁾			43,295				41,503				9,270

Ending balance		$	94,148			$	68,064			$	49,459

	⁽¹⁾		Represents cash received from deferred payment loans during the promotional period (incentive payments) as well as the proceeds received from transferring our rights to Charged-Off Receivables attributable to previously charged-off Bank Partner loans. We consider all monthly incentive payments from Bank Partners during the period to be related to billed finance charges on deferred interest products until monthly incentive payments exceed total billed finance charges on deferred products, which did not occur during any of the periods presented.
	⁽²⁾		Represents the reversal of previously billed finance charges associated with deferred payment loan principal balances that paid off within the promotional period.
	⁽³⁾		A fair value adjustment is made based on the expected reversal percentage of billed finance charges (expected settlements), which is estimated at each reporting period.

The following table presents the estimated reversal rate for billed interest on deferred loan products, which is the significant unobservable input used to value the Level 3 FCR liability, as of the dates indicated.


Reversal rate	December 31,
Reversal rate	2017	2016	2015
Range	85.5% – 98.0%	88.0% – 88.5%	86.0%
Weighted average	89.0%	88.3%	86.0%

F-22

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

The following table demonstrates the impact on the fair value of FCR assuming a 100 bps increase or decrease in the reversal rate assumption, while holding all other inputs constant, as of the dates indicated.


Reversal rate sensitivity	Increase/(Decrease) in Fair Value of FCR Liability
	December 31,
	2017				2016				2015
+ 100 bps		$	1,586			$	905			$	888
- 100 bps		$	(1,524	)		$	(1,372	)		$	(817	)

Servicing liabilities

Significant assumptions used in valuing our servicing liabilities are as follows:

	•		Cost of servicing: The cost of servicing represents the servicing rate a willing market participant would require to service loans with similar characteristics as the Charged-Off Receivables.
	•		Discount rate: The discount rate reflects the time value of money adjusted for a risk premium and is within an observable range based on peer market data.
	•		Recovery period: Our recovery period was determined based on a reasonable recovery period for loans of this size and characteristics based on historical experience. We assumed that collection efforts for these loans will cease after five years, and the run-off of the portfolio will follow a straight-line methodology, adjusted for actual cash recoveries over time.

The following table reconciles the beginning and ending fair value measurements of our servicing liabilities associated with transferring our rights to Charged-Off Receivables, which are classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs, during the period presented. There were no such servicing liabilities during the years ended December 31, 2016 and 2015.


	Year ended December 31, 2017
Beginning balance		$	—
Initial obligation from transfer of Charged-Off Receivables ⁽¹⁾			2,379
Fair value changes recognized in other gains/(losses)
Change in inputs or assumptions used in the valuation model			—
Other changes in fair value ⁽²⁾			(308	)

Ending balance		$	2,071

	⁽¹⁾		Recognized in other gains/(losses).
	⁽²⁾		Represents the reduction of our servicing liability due to the passage of time and collection of loan payments.

The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 servicing liabilities as of December 31, 2017.


Input	Range			Weighted Average
Cost of servicing (basis points)		62.5			62.5
Discount rate		18	%		18	%
Recovery period (years)		4.6 – 4.9			4.8

F-23

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

The following table demonstrates the impact on the fair value of servicing liabilities assuming hypothetical changes in certain inputs, while holding all other inputs constant as of December 31, 2017.


	Increase/(Decrease) in Fair Value of Servicing Liabilities
Cost of servicing sensitivity:
Increase of 10 basis points		$ 331
Decrease of 10 basis points		(331	)
Discount rate sensitivity:
Increase of 1%		(25	)
Decrease of 1%		26
Recovery period sensitivity:
Increase of one year		316
Decrease of one year		(351	)

There were no transfers into, out of, or between levels within the fair value hierarchy during any of the years presented.

4. Loan Receivables Held for Sale

The following table summarizes the activity in the balance of loan receivables held for sale at lower of cost or fair value during the periods indicated.


	Year ended December 31,
	2017				2016				2015
Beginning balance		$	41,268			$	1,843			$	5,237
Additions			134,659				309,218				84,840
Proceeds from sales and customer payments ⁽¹⁾			(93,044	)			(262,903	)			(71,711	)
Loss on sale			(500	)			(907	)			(201	)
Decrease/(increase) in valuation allowance			(584	)			—				276
Transfers ⁽²⁾			(5,017	)			(4,092	)			(15,107	)
Write offs and other ⁽³⁾			(3,176	)			(1,891	)			(1,491	)

Ending balance		$	73,606			$	41,268			$	1,843

⁽¹⁾

Customer payments include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. We retain servicing arrangements on sold loan receivables with the same terms and conditions as loans that are originated by our Bank Partners. Refer to Note 1 for additional information on these arrangements. Income from these arrangements is recorded within interest income and other gains in the Consolidated Statements of Operations. We sold loan receivables held for sale to certain Bank Partners on the following dates:


2017				2016				2015
Date	Amount			Date	Amount			Date	Amount
June 29		$	17,900	May 12		$	28,392	July 8		$	16,519
December 21			54,171	September 29			20,263	December 23			50,143
				November 30			19,990
				December 16			33,621
				December 23			139,004

Total		$	72,071			$	241,270			$	66,662

F-24

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

	⁽²⁾		We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan to the Bank Partner at cost plus any accrued interest. The reported amount also includes loans that have been placed on non-accrual and non-payment status while we investigate consumer loan balance inquiries.
	⁽³⁾		We received recovery payments of $238, $116 and $137 during the years ended December 31, 2017, 2016 and 2015, respectively, which are included within other income/(expense), net in the Consolidated Statements of Operations. During 2017, write offs and other were also decreased by $406 received from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. The cash proceeds received were recorded within other income/(expense), net in the Consolidated Statements of Operations. Refer to Note 1 and Note 3 for additional information on Charged-Off Receivables.

The following table presents activities associated with our loan receivable sales and servicing activities during the periods indicated.


	Year ended December 31
	2017				2016				2015
Loss on sold loan receivables held for sale		$	(500	)		$	(907	)		$	(201	)
*Cash Flows*
Sales of loans		$	72,071			$	241,270			$	66,662
Servicing fees			2,821				1,672				821

The following table presents information about the principal balances of sold loan receivables that are not recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing arrangements with our Bank Partners. The sold loan receivables are pooled with other loans originated by the Bank Partners for purposes of determining escrow balances and incentive payments. The escrow balances represent our only direct exposure to potential losses associated with these sold loan receivables.


	As of December 31,
	2017		2016
Total principal balance		$305,748		$	350,349
Delinquent loans (unpaid principal balance)		20,409			15,524


	Year ended December 31,
	2017		2016			2015
Net charge-offs (unpaid principal balance)		$8,574		$	4,545		$	2,163

F-25

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

5. Accounts Receivable

Accounts receivable consisted of the following as of the dates indicated.


	Accounts Receivable, Gross			Allowance for Losses				Accounts Receivable, Net
December 31, 2017
Transaction related		$	15,997		$	(276	)		$	15,721
Servicing related			2,637			—				2,637

Total		$	18,634		$	(276	)		$	18,358

December 31, 2016
Transaction related		$	15,103		$	(366	)		$	14,737
Servicing related			2,025			—				2,025

Total		$	17,128		$	(366	)		$	16,762

6. Property, Equipment and Software

Property, equipment and software are as follows as of the dates indicated.


	December 31,
	2017				2016
Furniture		$	2,704			$	2,207
Leasehold improvements			3,659				2,418
Computer hardware			2,987				3,064
Software			4,836				4,833

Total property, equipment and software, at cost			14,186				12,522
Less: accumulated depreciation			(4,060	)			(2,638	)
Less: accumulated amortization			(2,278	)			(2,866	)

Total property, equipment and software, net		$	7,848			$	7,018

The following table shows depreciation and amortization expense during the periods presented, as well as losses on abandoned property, equipment and software and recorded impairment losses related to abandoned capitalized software projects that are recorded within general and administrative expenses in the Consolidated Statements of Operations. We determined that these software projects would not generate future cash flows through use or disposal to a third party and, as such, the fair value as of the respective reporting dates was $0.


	Year ended December 31,
	2017			2016			2015
Depreciation expense		$	2,149		$	1,757		$	830
Amortization expense			1,834			1,951			1,526
Impairment losses			78			107			115
Losses on abandonment			—			44			94

The estimated future amortization of software is as follows:


	December 31, 2017
2018		$	1,315
2019			883
2020			360

Total		$	2,558

F-26

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

7. Borrowings

In August 2017, we entered into a $450 million credit agreement (the “Credit Agreement”), which provided for a $350 million term loan and a $100 million revolving loan facility.

Term loan

Key details of the term loan are as follows:


Description	Maturity		Interest Rate			Amount Outstanding
						December 31, 2017				December 31, 2016
Term loan, face value ⁽¹⁾		August 25, 2024		adjusted LIBOR + 400 bps ⁽²	⁾		$	349,125			$	—
Unamortized debt discount ⁽³⁾		N/A		N/A				(3,321	)			—
Unamortized debt issuance costs ⁽³⁾		N/A		N/A				(7,541	)			—

Term loan							$	338,263			$	—

	⁽¹⁾		The principal balance of the term loan is repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity. We made the first principal payment in December 2017. For each of the next five years, principal repayments on the term loan will total $3,500.
	⁽²⁾		The term loan incurs interest, due quarterly in arrears, at an adjusted LIBOR rate, which represents the one-month LIBOR rate multiplied by the statutory reserve rate, as defined in the Credit Agreement, plus a margin of 4.00% per annum. The effective interest rate on the term loan was 5.69% for the year ended December 31, 2017.
	⁽³⁾		An original issuance discount of $3,500 and debt issuance costs of $7,949 were reported in the Consolidated Balance Sheets as a direct deduction from the face amount of the term loan. Using the effective interest method, the debt discount and debt issuance costs will be amortized into interest expense over the term of the loan. For the year ended December 31, 2017, $180 of debt discount and $408 of debt issuance costs were amortized into interest expense in the Consolidated Statements of Operations.

The net proceeds from the term loan of $338.6 million, along with $7.9 million of cash, were set aside for a subsequent $346.5 million payment (which is occurring in stages) to certain equity holders and a related party. With the exception of the payments to the related party, which are related party expenses, the payments are accounted for as member distributions. As of December 31, 2017, $337.2 million of the reserved payment was paid in cash. The remaining $9.3 million of the reserved payment is included within other liabilities and related party liabilities in the Consolidated Balance Sheets. The distribution to the Company’s unit holders and holders of profits interests was made on a basis generally proportionate to their equity interests in the Company. The Company’s members approved the Credit Agreement and the distribution of the proceeds of the term loan to the Company’s unit holders, holders of profits interests and a related party. The purpose of the distribution was to provide a cash return on investment to the Company’s members and holders of profits interests.

Revolving loan facility

The Credit Agreement also provided for a $100 million revolving loan facility, which matures on August 25, 2022. Under this facility, revolving loans incur interest at our election at either (i) a base rate, which represents, for any day, a rate per annum equal to the greater of (a) the prime rate on

F-27

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

such day, (b) the federal funds rate on such day plus ¹ / ₂ of 1.00%, and (c) the adjusted LIBOR for a one-month interest period on such day plus 1.00%, plus a margin of 3.00% per annum or (ii) an adjusted LIBOR rate, as discussed below, plus a margin of 4.00% per annum. If our first lien net leverage ratio, as discussed further below, is equal to or below 1.50 to 1.00, these interest margins are reduced to 2.75% and 3.75% for base rate loans and Eurodollar loans, respectively. As of December 31, 2017, we had no borrowings outstanding under the revolving loan facility.

We are required to pay a quarterly commitment fee at a per annum rate of 0.50% on the sum of (i) the daily unused amount of the revolving loan facility and (ii) the aggregate amount available to be drawn under all outstanding letters of credit, of which there were none as of December 31, 2017. This rate is reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to 1.00. For the year ended December 31, 2017, we recognized $175 of commitment fees related to the revolving loan facility within interest expense in the Consolidated Statements of Operations.

Covenants

The Credit Agreement contains certain financial and non-financial covenants with which we must comply. The financial covenant requires a first lien net leverage ratio equal to or below 3.50 to 1.00 for any measurement date at which the principal amounts of outstanding revolving loans and letters of credit exceed 25% of the aggregate principal amount of the revolving loan facility. The first lien net leverage ratio is calculated as the ratio of (i) the aggregate principal amount of indebtedness, minus the aggregate amount of consolidated cash (exclusive of restricted cash), as of the measurement date to (ii) consolidated EBITDA, as defined in the Credit Agreement, for the four prior quarters.

The non-financial covenants include, among other things, restrictions on indebtedness, liens, fundamental changes to the business (such as acquisitions, mergers, liquidations or changes in the nature of the business, asset dispositions, restricted payments, transactions with affiliates and other customary matters).

The Credit Agreement also includes various negative covenants, including one that restricts GS Holdings from making distributions unless certain financial tests are met. In general, GS Holdings is restricted from making distributions unless (a) after giving effect to the distribution it would have, as of a measurement date, a total net leverage ratio of no more than 3.00 to 1.00, and (b) the source of such distributions is retained excess cash flow, certain equity issuance proceeds and certain other sources. As of December 31, 2017, GS Holdings is restricted from making certain distributions of more than $25 million. Based on the future financial performance, the amount of unrestricted distributions may increase in future periods.

We were in compliance with all covenants, both financial and non-financial, as of December 31, 2017.

Default Provisions

The Credit Agreement includes default events, in addition to noncompliance with the aforementioned covenants, which could require early payment and termination of the Credit Agreement, or similar actions. Default events include, but are not limited to, the following:

	•		Non-payment of scheduled principal or interest payments;
	•		Insolvency events;
	•		Invalidity of loan documents;
	•		Employee Retirement Income Security Act of 1974 (“ERISA”) events; and
	•		Change in control provisions

F-28

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Any borrowings under the Credit Agreement are unconditionally guaranteed by our subsidiaries. Further, the lenders have a security interest in substantially all of the assets of GreenSky and the other guarantors thereunder.

Credit Facility

On February 10, 2017, GSLLC entered into an agreement (“Credit Facility Agreement”) for a two-year, $50 million bank revolving credit facility (“Credit Facility”), which was expandable, upon our request and successful syndication, to $100 million. The Credit Facility Agreement also allowed us to request the issuance of letters of credit denominated in United States dollars as the applicant thereof for the support of our or our subsidiaries’ obligations. In conjunction with the Credit Agreement, on August 25, 2017, we terminated the Credit Facility. We made no borrowings under the Credit Facility nor requests for letters of credit during the year ended December 31, 2017.

During the year ended December 31, 2017, we recorded commitment fees on the daily unused amount of each lender’s commitment under the Credit Facility of $159, which are recorded within interest expense in the Consolidated Statements of Operations. Further, we recorded up-front and other fees associated with the Credit Facility within other assets in the Consolidated Balance Sheet, which were amortized on a straight-line basis over the remaining term of the Credit Facility into interest expense in the Consolidated Statements of Operations. For the year ended December 31, 2017, we recorded $99 of amortization of such fees within interest expense in the Consolidated Statements of Operations. Upon termination of the Credit Facility Agreement, we incurred a loss on extinguishment of debt of $254 representing the unamortized deferred debt issuance costs at the date of termination, which was recorded within other gains/(losses) in the Consolidated Statements of Operations for the year ended December 31, 2017.

8. Other Liabilities

The following table details the components of other liabilities in the Consolidated Balance Sheets as of the dates indicated.


	December 31,
	2017			2016
Deferred lease liabilities		$	2,819			2,652
Transaction processing liabilities			16,435			2,847
Servicing liabilities ⁽¹⁾			2,071			—
Distributions payable			13,189			—
Accruals and other liabilities			4,327			3,545

Total other liabilities		$	38,841		$	9,044

⁽¹⁾

Refer to Note 1 and Note 3 for additional information on the servicing liabilities.

9. Permanent Equity (Deficit)

2017 Permanent Equity (Deficit) Activity

Effective August 24, 2017, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction. As such, the ownership interest in GSLLC held by the Class A unit holders transferred to GS Holdings, which became the sole owner of GSLLC.

F-29

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

On July 1, 2017, we redeemed 620 Class A units from a former Class A member for a redemption price of $66 or $106.17 per unit. Also on this date, we redeemed 18,054 Class A units from a current Class A member, which was non-cash related due to a cashless Unit Option exercise. We paid $184 to settle tax obligations related to these Unit Options.

On December 7, 2017, we redeemed 1,946 and 200 Class A units from two former Class A members for a redemption price of $179 and $18, respectively, or $92.16 per unit.

2016 Permanent Equity (Deficit) Activity

On November 1, 2016, we redeemed 3,248 Class A units from a former Class A member for a redemption price of $345 or $106.17 per unit.

On December 1, 2016, we redeemed 4,380 Class A units from a current Class A member. The majority of this redemption was non-cash related due to a cashless Unit Option exercise during the period. Of this total redemption, 298 Class A units were redeemed using cash for a redemption price of $32 or $106.17 per unit.

2015 Permanent Equity (Deficit) Activity

On June 24, 2015, we completed the sale of 105,263 Class A units for a purchase price of $10.0 million or $95.00 per unit.

Proceeds from the sale of Class A units were used by the Company to redeem Class A units from electing members based on a pro rata basis of relative ownership percentages. In conjunction with the issuance of Class A units, we incurred transaction related costs of $0.1 million, which consisted of legal fees. These costs were deferred and charged against paid-in capital.

On October 31, 2015, we redeemed 13,283 Class A units from a former Class A member for a redemption price of $1.0 million or $76.00 per unit.

Warrants

Warrant holders are not entitled to receive distributions. The Company’s warrants are exercisable upon meeting the vesting requirements.

On October 29, 2015, we issued warrants to one of our Class A members, which is also an affiliate of one of the members of the board of managers, to purchase up to 10,000 Class A units (equal to 0.1% of the issued and outstanding units of the Company as of that date). During 2017, all 10,000 of these warrants were exercised for Class A units.

On January 1, 2014, we issued warrants to an affiliate of one of the members of the board of managers to purchase up to 130,464 Class A units (equal to 0.8% of the issued and outstanding units of the Company as of that date). The exercise price of the warrants is $10.81 per Class A unit subject to adjustments, including for unit splits, combinations and reclassifications. The warrants vest ratably over five years and expire on December 31, 2023. In December 2017, these warrants were capped at $114.18 and 130,464 companion profits interests were issued at a threshold value of $114.18. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there was no incremental share-based compensation expense to recognize as a result of this modification.

Distributions

On a quarterly basis, we pay tax distributions to eligible recipients on a pro rata basis. In certain circumstances, we also pay special distributions. Any distributions, other than tax distributions, require the approval of Class B unit holders if the Company would not have, after

F-30

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

giving effect to the proposed distribution, minimum net cash of at least the greater of (a) $50 million and (b) the lesser of (i) six times the most recently completed fiscal quarter’s operating expenditures (as defined in the operating agreement), (ii) $100 million and (iii) the Class B Preference as of the time of determination.

See Note 7 to the consolidated financial statements for a discussion of distributions made during 2017 using the net proceeds from our term loan.

In December 2017, the Company declared a $160.0 million special cash distribution to unit holders and holders of profits interests, of which $156.1 million was paid as of December 31, 2017. During the years ended December 31, 2016 and 2015, we did not declare nor pay any special distributions.

Dilutive units

Dilutive units currently outstanding and reserved for future issuance were as follows as of December 31, 2017.


Unit Options outstanding ⁽¹⁾					110,000
Profits interests outstanding					1,406,153
Warrants outstanding ⁽²⁾					—
Reserved for future grants					293,308

Total outstanding and reserved for future issuance					1,809,461

	⁽¹⁾		Unit Options herein exclude Unit Options that were capped in 2015. Refer to Note 10 for additional information.
	⁽²⁾		In December 2017, outstanding warrants of 130,464 were capped at a threshold price of $114.18, and 130,464 companion profits interests were issued. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there were no incremental equity-based payments to non-employees to recognize as a result of this modification. Capped warrants and their related profits interest awards are aggregated to count as one unit against the 1.8 million unit authorization limit.

10. Share-Based Compensation

As of December 31, 2017, we authorized 1.7 million units to be issued as Unit Options or profits interests to certain members of senior management and other key employees. As discussed in more detail below, certain Unit Options were capped on October 1, 2015 (“Capped Options”) and an equivalent number of profits interests were issued with a threshold value of $76.00 per unit, which represented the fair value of Company units as of that date. Capped Options and their related profits interest awards are aggregated to count as one unit against the 1.7 million unit authorization limit.

Unit Options

Unit Options granted by the Company are time-vested awards that vest ratably over a period of three or five years of continued employee or non-employee service, or cliff-vest at the end of a period of five years of continued employee service. The contractual term of all Unit Options is ten years from the grant date. Upon the exercise of Unit Options, the Company issues reserved Class A units.

F-31

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Unit Option activity was as follows during the periods indicated:


	Year ended December 31,
	2017						2016			2015
	Number of Unit Options			Weighted Average Exercise Price			Number of Unit Options			Number of Unit Options
Outstanding at beginning of period		1,000,689			$	24.71		1,049,098			852,743
Granted ⁽¹⁾⁽²⁾		50,000				108.43		42,000			268,246
Exercised ⁽³⁾⁽⁴⁾		(20,200	)			56.68		(5,000	)		(14,918	)
Forfeited		(48,300	)			60.70		(85,409	)		(56,973	)

Outstanding at end of period ⁽⁵⁾		982,189			$	26.55		1,000,689			1,049,098

Exercisable at end of period ⁽⁵⁾⁽⁶⁾		701,500			$	15.39		467,240			185,629

	⁽¹⁾		There were no Unit Options granted to non-employee directors during the years ended December 31, 2017 and 2016. Unit Options granted during 2015 included 43,088 options granted to non-employee directors at an exercise price of $56.49.
	⁽²⁾		Weighted average grant-date fair value of Unit Options granted during the years ended December 31, 2017, 2016 and 2015 was $35.24, $40.46 and $14.29, respectively.
	⁽³⁾		The total intrinsic value of Unit Options exercised, which is defined as the amount by which the market value of the units on the date of exercise exceeds the exercise price, was $396, $98 and $913 as of December 31, 2017, 2016 and 2015, respectively.
	⁽⁴⁾		Employees paid $15, $0 and $64 during the years ended December 31, 2017, 2016 and 2015, respectively, to the Company to exercise Unit Options. In 2017, 20,000 Unit Options were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 1,946 Class A units. Additionally, 200 Class A units were issued related to the exercise of Unit Options. In 2016, the 5,000 Unit Options were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 620 Class A units. In 2015, 14,918 Class A units were issued related to the exercise of Unit Options.
	⁽⁵⁾		The aggregate intrinsic value and weighted average remaining contractual terms of Unit Options outstanding and Unit Options exercisable were as follows as of the dates indicated:


	December 31,
	2017			2016			2015
Aggregate intrinsic value (in millions)
Unit Options Outstanding		$	52.8		$	53.5		$	54.6
Unit Options Exercisable		$	43.4		$	28.6		$	11.7
Weighted average remaining term (in years)
Unit Options Outstanding			5.74			6.68			7.67
Unit Options Exercisable			5.11			6.13			7.16

⁽⁶⁾

The total fair value, based on grant-date fair value, of Unit Options that vested was $1,446, $1,234 and $675 during the years ended December 31, 2017, 2016 and 2015, respectively.

Compensation expense related to Unit Options is measured based on their grant-date fair values. We use a Black-Scholes options pricing model to determine the grant-date fair value of Unit Options.

F-32

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

The following inputs and assumptions were used to value the Unit Options as of the grant dates:


	Year ended December 31,
	2017	2016	2015
Risk-free interest rate	2.03 – 2.23%	1.33 – 2.29%	1.67 – 2.10%
Expected unit volatility ⁽¹⁾	23.90 – 44.40%	40.90 – 44.40%	40.90 – 45.00%
Expected dividend yield	0%	0%	0 – 6.98%
Expected option life (in months) ⁽²⁾	78	78	72 – 78
Fair value of Unit Options	$26.86 – $49.92	$32.23 – $50.03	$12.12 – $33.29

	⁽¹⁾		We estimated volatility based on a peer group of payment processing public companies, as provided by an independent third party valuation specialist.
	⁽²⁾		We determined the expected life as the midpoint between the scheduled vesting and expiration dates of the awards, in accordance with the provisions of the Securities and Exchange Commission Staff Accounting Bulletin Topic 14, Share-Based Payment. We used the simplified method primarily due to having insufficient historical Unit Option exercise experience upon which to reasonably estimate an expected term.

Profits Interests

On October 1, 2015, we began to award profits interests to certain employees and non-employee directors. Profits interests are assigned a threshold value on the date of grant, which is equivalent to their fair value. The profits interests issued on October 1, 2015 were modifications of previously issued Unit Options. The Class A unit options remain outstanding, but were capped at a liquidation value of $76.00 per unit, meaning that the maximum proceeds received by Class A unit option holders at liquidation is limited to the difference between $76.00 per unit and the Class A unit strike price. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there was no incremental share-based compensation expense to recognize as a result of this modification. Forty-one employees and two non-employees were affected by the modification.

Profits interests granted by the Company are time-vested awards that either vest ratably over a period of continued employee service or cliff-vest at the end of a period of continued employee service.

Profits interest activity was as follows during the periods indicated:


	Year ended December 31,
	2017						2016			2015
	Number of Profits Interests			Weighted Average Threshold Price			Number of Profits Interests			Number of Profits Interests
Outstanding at beginning of period		1,261,689			$	77.20		1,137,598			—
Granted ⁽¹⁾⁽²⁾		237,464				106.93		204,500			1,137,598
Forfeited		(93,000	)			76.00		(75,009	)		—
Redeemed ⁽³⁾		—				N/A		(5,400	)		—

Outstanding at end of period ⁽⁴⁾⁽⁵⁾		1,406,153			$	82.30		1,261,689			1,137,598

⁽¹⁾

Profits interests granted during 2017 included 130,464 to a related party (that is an affiliate of a non-employee director) at a threshold price of $114.18, which is more fully discussed in Note 9

F-33

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

			to the consolidated financial statements. Profits interests granted during 2015 included 86,576 granted to non-employee directors at a threshold price of $76.00.
	⁽²⁾		Weighted average grant-date fair value of profits interests granted was $34.92, $31.91 and $28.89 during the years ended December 31, 2017, 2016 and 2015, respectively. For the year ended December 31, 2015, 1,007,598 of these awards were related to previously issued Unit Options.
	⁽³⁾		We had no redemptions during the years ended December 31, 2017 and 2015. During the year ended December 31, 2016, we redeemed 5,400 outstanding profits interests at a repurchase price of $106.17 per unit less the profits interest threshold value of $76.00 per unit.
	⁽⁴⁾		The intrinsic value and weighted average remaining contractual term of profits interests outstanding were as follows at the dates indicated:


	December 31,
	2017		2016			2015
Aggregate intrinsic value (in millions)		$44.8		$	36.6		$	—
Weighted average remaining term (in years)		1.57			2.21			2.87

⁽⁵⁾

The total fair value based on grant-date fair value of profits interests that vested was $2,385, $751 and $0 during the years ended December 31, 2017, 2016 and 2015, respectively.

Compensation expense related to profits interests is measured based on the grant-date fair value of the profits interests. We use a Black-Scholes options pricing model to determine the grant-date fair value of profits interests.

The following inputs and assumptions were used to value the profits interests (limited to profits interests without an associated Capped Option) as of the grant dates.


	December 31,
	2017	2016	2015
Risk-free interest rate	1.80 – 2.18%	1.07 – 1.60%	1.67 – 1.70%
Expected unit volatility ⁽¹⁾	23.90 – 24.80%	40.90 – 44.40%	40.90%
Expected dividend yield	0%	0%	0%
Expected life (in months) ⁽²⁾	60	60	60
Fair value of profits interests	$22.80 – $40.06	$28.12 – $43.03	$28.86 – $28.90

	⁽¹⁾		We estimated volatility based on a peer group of payment processing public companies, as provided by independent third party valuation specialists.
	⁽²⁾		We determined the expected life to be equivalent to the vesting period.

We recorded share-based compensation expense of $3,951, $1,897 and $999 for the years ended December 31, 2017, 2016 and 2015, respectively, which is included within compensation and benefits expense in the Consolidated Statements of Operations. At December 31, 2017, unrecognized compensation costs related to non-vested Unit Options totaled $4.4 million, which will be recognized over a weighted average remaining requisite service period of 3.30 years. At December 31, 2017, unrecognized compensation costs related to non-vested profits interest awards totaled $9.6 million, which will be recognized over a weighted average remaining requisite service period of 3.92 years.

11. Commitments, Contingencies and Guarantees

Commitments

We primarily lease our premises under multi-year, non-cancelable operating leases with terms expiring through 2024, exclusive of renewal option periods. One lease agreement expiring in 2023

F-34

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

contains a renewal option to extend the lease for five consecutive three-year periods. Base rent is subject to rent escalations on each annual anniversary from the lease commencement dates. Rental payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term. Certain of these operating leases contain rent holidays and tenant allowances that may be applied toward leasehold improvements or other lease concessions. Capital improvement funding and other lease concessions provided by the landlord are recorded as a deferred liability and are amortized evenly over the lease term as a reduction of rent expense. In most circumstances, we expect that in the normal course of business, leases will be renewed or replaced by other leases.

Rent expense is recognized on a straight-line basis over the life of the lease and included within property, office and technology or related party expenses in the Consolidated Statements of Operations. Refer to Note 12 for additional information regarding office space leased from a related party. Rent expense was $2,972, $2,464 and $1,599 for the years ended December 31, 2017, 2016 and 2015, respectively.

As of December 31, 2017, future minimum lease payments under our leases for the succeeding five fiscal years and thereafter are as follows:


2018	$	3,213
2019		3,450
2020		3,533
2021		3,588
2022 and thereafter		4,075

Total minimum lease payments	$	17,859

Our transaction processor covers the initial funding of processed transactions and also imposes certain financial covenants upon our wholly owned subsidiary, GSLLC.

The financial covenants with our transaction processor apply only to GSLLC and include the following:

	•		Tangible net worth, as defined in the agreement, of no less than $7.5 million;
	•		Minimum aggregate net income of $5.0 million for the trailing four fiscal quarters, and
	•		Ratio of total liabilities to total equity not to exceed 3.00:1.00.

As of December 31, 2017 and 2016, GSLLC was in compliance with all financial covenants.

As of December 31, 2017 and 2016, our outstanding open and unused line of credit on approved loans was $9.9 million and $4.7 million, respectively. We have not recorded a provision for these unfunded commitments, but believe we have adequate cash on hand to fund these commitments.

For certain Bank Partners, we maintain a restricted cash balance based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are within the promotional period less previous FCR on such outstanding loans. The Company had $41.2 million of restricted cash associated with this arrangement as of December 31, 2017.

Contingencies

In limited instances, the Company may be subject to operating losses if we make certain errors in managing credit programs and we determine that a customer is not liable for a loan originated by a Bank Partner. We evaluated this contingency in accordance with ASC 450, Contingencies , and determined that it is reasonably possible that losses could result from errors in underwriting. However, in management’s opinion, it is not possible to estimate the likelihood or range of

F-35

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

reasonably possible future losses related to errors in underwriting based on currently available information. Therefore, we have not established a liability for this loss contingency.

Further, from time to time, we place Bank Partner loans on non-accrual and non-payment status (“Pended Status”) while we investigate consumer loan balance inquiries, which may arise from disputed charges related to work performed by third-party merchants. As of December 31, 2017 and 2016, Bank Partner loan balances in Pended Status were $7.1 million and $6.0 million, respectively. While it is management’s expectation that most of these loan balance inquiries will be resolved without incident, in certain instances we may determine that it is in the best interest of the consumer and Bank Partner for the Company to permanently reverse the loan balance and assume the economic responsibility for the loan balance itself. We record a liability for these instances. As of December 31, 2017 and 2016, our liability for potential future losses was $2.0 million and $0.8 million, respectively.

From time to time, we may become a party to civil claims and lawsuits. As of December 31, 2017, we were not a party as a defendant to any litigation that we believed was material to our operations or results.

Financial guarantees

Under the terms of the contracts with our Bank Partners, a contractual percentage of the Bank Partners’ monthly originations and month-end outstanding portfolio balance is held and maintained in restricted, interest-bearing escrow accounts to serve as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses. The Company’s maximum exposure to Bank Partner portfolio credit losses is limited to the contractual restricted cash balance, which was $61.5 million and $39.0 million as of December 31, 2017 and 2016, respectively. The recorded fair value of the financial guarantee related to these contracts was $720 and $673 as of December 31, 2017 and 2016, respectively, which was recorded within other liabilities in the Consolidated Balance Sheets. Recorded financial guarantees are typically settled within one year of the initial measurement of the liability. In determining the measured liabilities, we consider a variety of factors, including historical experience and management’s expectations of current customer delinquencies converting into Bank Partner portfolio losses.

12. Related Party Transactions

We lease office space from a related party under common management control for which rent expenses are recognized within related party expenses in the Consolidated Statements of Operations. Total rent expenses related to this office space were $1,486, $1,135 and $1,136 for the years ended December 31, 2017, 2016 and 2015, respectively.

We entered into loan agreements, most of which are non-interest bearing, with certain members of our management team for which the remaining outstanding balances will be forgiven ratably over designated periods based on continual employment with the Company. Pertinent details

F-36

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

of these arrangements and the remaining outstanding balances, which are presented within related party receivables in the Consolidated Balance Sheets, are as follows at the dates indicated:


Period Entered	Loan Amount			Period of Forgiveness	Outstanding Balance as of December 31,
					2017			2016
August 2016 ⁽¹⁾		$	250	6 quarters		$	—		$	208
September 2016			125	30 months			60			111
November 2016			150	6 quarters			50			150
February 2017			75	6 quarters			38			—
July 2017			50	6 quarters			42			—
November 2017			20	4 quarters			20			—

						$	210		$	469

⁽¹⁾

The remaining outstanding balance was forgiven during 2017 upon the employee’s separation from the Company.

Equity-based payments to non-employees resulted in related party expenses of $285, $380 and $95 for the years ended December 31, 2017, 2016 and 2015, respectively.

In December 2017, 130,464 warrants that were issued to an affiliate of one of the members of the board of managers were capped and companion profits interests were issued. Refer to Note 9 and Note 10 for additional information.

In August 2017, we incurred fees of $2,612 due to an affiliate of one of the members of the board of managers in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the term loan and, therefore, were expensed as incurred, rather than deferred against the term loan balance. Of this amount, $1,509 was paid during 2017 and the remaining $1,103 was set aside for a subsequent payment and was recorded within related party liabilities in the Consolidated Balance Sheets.

In June 2017, the Company terminated a financing facility with one of its Class A members, who also serves on the Company’s board of managers. The outstanding loans under this facility were sold to another Bank Partner within our network that is not a related party and continue to be serviced by GreenSky.

In November 2016, we executed a $20.0 million Bank Partner agreement (“2016 Agreement”) with affiliates of two Class A members who serve on our board of managers. The agreement is structured similarly to the origination and servicing arrangements with the other Bank Partners, wherein the Company is required to hold restricted cash based on monthly originations and the month-end outstanding portfolio balance.

We are entitled to collect fixed servicing fees in conjunction with the 2016 Agreement. As of December 31, 2017 and 2016, our related party Bank Partner facilities had committed balances in the aggregate of $11.7 million and $26.9 million, respectively.

Consolidated Balance Sheets effects associated with our related party financing facilities were as follows at the dates indicated:


	December 31,
	2017			2016
Related party receivables ⁽¹⁾		$	8		$	10
Related party liabilities ⁽²⁾			445			1,054
Restricted cash			437			923

F-37

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

	⁽¹⁾		Receivables related to servicing and other.
	⁽²⁾		Related party liabilities primarily consisted of related party servicing payables at the respective reporting date.

Consolidated Statements of Operations effects associated with our related party financing facilities were as follows during the periods indicated:


	Year ended December 31,
	2017			2016			2015
Servicing and other		$	146		$	47		$	123
Related party expenses ⁽¹⁾			428			163			305

⁽¹⁾

Expenses incurred related to related party financing facility credit losses.

13. Segment Reporting

We conduct our operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for the Company as a whole.

There are no significant concentrations by state or geographical location, nor are there any significant individual customer concentrations by balance.

14. Redeemable Preferred Units

Effective August 24, 2017, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction. As such, the ownership interests in GSLLC held by the Class B and Class C preferred unit holders were exchanged for equity interests in GS Holdings, which became the sole owner of GSLLC.

Class B Preferred Units

In the event of certain liquidity events, the Class B unit holders collectively are entitled to a liquidation preference prior to any distribution to the holders of any other equity securities. In the event of a “qualified public offering”, defined as a public offering at an effective price per unit of at least 150% of the initial Class B purchase price and receipt of gross proceeds greater than $150.0 million, the Class B liquidation preference is of no further effect. If a qualified public offering or payment of the Class B liquidation preference has not occurred prior to October 31, 2019, each Class B unit holder, thereafter has the right, upon six months’ prior notice, to sell its Class B preferred units to the Company at a price equal to the original purchase price for the Class B preferred units ($300.0 million), adjusted for any previous non-tax member distributions to the Class B unit holders, if applicable. As of December 31, 2017, the redemption amount of the Class B preferred units, which was adjusted for non-tax member distributions during 2017 of $84.2 million, was $215.8 million.

F-38

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Class C Preferred Units

On December 15, 2017, we completed the sale of 1,010,199 Class C-1 preferred units for a purchase price of $200.0 million or $197.98 per unit. Proceeds from the sale will be used for general operating purposes. In conjunction with the issuance of Class C-1 preferred units, we incurred transaction related costs of $5.6 million, which consisted of investment banking and legal fees. These costs were deferred and charged against the carrying value of the Class C-1 preferred units.

On August 24, 2016, we completed the sale of 252,550 Class C-2 preferred units for a purchase price of $50.0 million or $197.98 per unit. Proceeds from the sale were used for general operating purposes. In conjunction with the issuance of Class C-2 preferred units, we incurred transaction related costs of $1.8 million, which consisted of investment banking and legal fees. These costs were deferred and charged against the carrying value of Class C-2 preferred units.

In the event of certain liquidity events, each holder of Class C-1 preferred units and Class C-2 preferred units (collectively, “Class C units”) is entitled to a liquidation preference equal to the original purchase price paid for its Class C units adjusted for any previous non-tax member distributions to the holder, following settlement of Class B unit holders’ liquidation preference but prior to any distribution to the holders of any other equity securities. In the event of an initial public offering, the Class C units will automatically convert into GS Holdings Class A units immediately prior to the initial public offering.

As it relates to the Class C-1 preferred units only, if an initial public offering occurs before December 15, 2018 and the issue price per share to the public is less than the Class C-1 purchase price adjusted for the cumulative amount of all prior non-tax member distributions, the Company must make the Class C-1 unit holder whole for such shortfall by issuing to the unit holder, at the Company’s election, either additional GS Holdings Class A units or GreenSky, Inc. common stock in an amount equal in value to such shortfall at the public per share price.

If an initial public offering or payment of the liquidation preference has not occurred prior to July 31, 2019, each Class C unit holder thereafter has the right to sell its Class C units. If such events have not occurred prior to July 31, 2021, each Class C unit holder thereafter has the right, upon six months’ prior written notice, to require the Company to redeem for cash all of the then-outstanding Class C units held by the unit holder at a price equal to the original purchase price paid by the holder for the Class C units, adjusted for any previous non-tax member distributions to the holder. As of December 31, 2017, the redemption amounts of the Class C-1 and Class C-2 preferred units, which were adjusted for non-tax member distributions during 2017 of $8.6 million and $7.0 million, respectively, were $191.4 million and $43.0 million, respectively.

15. Subsequent Events

Management of the Company performed an evaluation of subsequent events through March 27, 2018, which is the date the financial statements were issued.

Distributions

The Company finalized and paid certain member tax distributions as follows:


Date Finalized	Aggregate Amount
	(in millions)
January 12, 2018		$	15.8
March 15, 2018			1.7

Total		$	17.5

F-39

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

Sale of Charged-Off Receivables

In March 2018, the Company transferred our rights to Charged-Off Receivables with an aggregate unpaid balance of $38.6 million to a third party and a Bank Partner in exchange for a cash payment of $5.1 million based on the expected recovery rate of such loan receivables.

No other subsequent events were noted in management’s evaluation that would require disclosure.

Unaudited

Management of the Company performed an additional evaluation of subsequent events through April 27, 2018.

Distributions

The Company finalized and paid certain member tax distributions as follows:


Date Finalized	Aggregate Amount
	(in millions)
April 6, 2018		$	17.9
April 15, 2018			0.3

Total		$	18.2

Borrowings

On March 29, 2018, we entered into an agreement (the “Amended Credit Agreement”) to amend certain terms of our Credit Agreement. The Amended Credit Agreement: (i) replaces the $350 million term loan provided for under the Credit Agreement (“original term loan”) with a $400 million term loan (“modified term loan”), (ii) modifies certain terms associated with the $100 million revolving loan facility, and (iii) provides for a $10 million letter of credit, which, to the extent drawn upon, would reduce the amount of availability under the revolving loan facility by the same amount. The letter of credit was unused as of the date hereof. The provisions around the commitment fee rates on the revolving loan facility (inclusive of the aggregate amount available to be drawn under all outstanding letters of credit), covenants and default provisions as disclosed in Note 7 remain unchanged.

Modified term loan. Under the Amended Credit Agreement, the maturity date of the modified term loan was extended from August 25, 2024 to March 29, 2025. Further, we contemporaneously settled the outstanding principal balance on the original term loan of $349.1 million with the issuance of the $400 million modified term loan. An original issuance discount of $1.0 million was reported in the Consolidated Balance Sheets on the modification date as a direct deduction from the face amount of the modified term loan. Therefore, the gross proceeds from the modified term loan were $399.0 million. The proceeds from the modified term loan were primarily used to repay the outstanding principal balance and $1.6 million of accrued interest on the original term loan and to pay $1.1 million of third party costs, including legal and debt arrangement costs, which were immediately expensed and recorded within general and administrative expense in the Consolidated Statements of Operations on the modification date. The remaining proceeds may be designated for a special distribution to certain equity holders or may be used for general corporate purposes, which use will be determined at a future date at the Company’s discretion.

The $400 million principal balance of the modified term loan is to be repaid on a quarterly basis beginning on June 29, 2018 at an amortization rate of 0.25% per quarter, with the balance due at maturity. The modified term loan incurs interest, due quarterly in arrears, at an adjusted

F-40

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, except per unit data, unless otherwise stated)

LIBOR rate, which represents the one-month LIBOR rate multiplied by the statutory reserve rate, as defined in the Credit Agreement, plus a margin of 3.25% per annum.

In accordance with ASC 470, Debt , we accounted for the amendment as a debt modification. The modified term loan was determined to be not substantially different from the original term loan, as the present value of the cash flows of the modified term loan was less than 10 percent different from the present value of the remaining cash flows under the terms of the original term loan. Therefore, the unamortized debt discount of $3.2 million and unamortized debt issuance costs of $7.3 million on the original term loan at the time of the debt modification, along with the $1.0 million debt discount on the modified term loan, will be amortized into interest expense over the remaining term of the modified term loan using the effective interest method. The effective interest rate on the modified term loan was 5.56% on March 29, 2018 and will fluctuate based on market interest rates.

Revolving loan facility. Under the Amended Credit Agreement, the maturity date of the $100 million revolving loan facility was extended from August 25, 2022 to March 29, 2023. Further, the interest margin applied to revolving loans that incur interest at a base rate was modified to 2.00% per annum and the interest margin applied to revolving loans that incur interest at an adjusted LIBOR rate was modified to 3.00% per annum. However, if our first lien net leverage ratio is equal to or above 1.50 to 1.00, these interest margins are raised to 2.25% and 3.25%, respectively. As of the date hereof, we had no borrowings outstanding under the revolving loan facility.

No other subsequent events were noted in management’s evaluation that would require disclosure.

F-41

Shares

GreenSky, Inc.

Class A Common Stock

PRELIMINARY PROSPECTUS


Goldman Sachs & Co. LLC		J.P. Morgan		Morgan Stanley


BofA Merrill Lynch		Citigroup		Credit Suisse		SunTrust Robinson Humphrey


Raymond James		Sandler O’Neill + Partners, L.P.		Fifth Third Securities		Guggenheim Securities

, 2018

Through and including (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotment or subscription.

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all costs and expenses, other than the underwriting discounts and commissions and financial advisory services fees payable by the registrant, in connection with the offer and sale of the securities being registered. All amounts shown are estimates except for the United States Securities and Exchange Commission (“SEC”) registration fee and the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee.


	Amount
SEC registration fee		$	*
FINRA filing fee			*
listing fee			*
Printing expenses			*
Accounting fees and expenses			*
Legal fees, advisory fees and expenses			*
Transfer agent expenses			*
Miscellaneous expenses			*

Total		$	*

To be provided by amendment.

Item 14. Indemnification of Officers and Directors

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that the registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding—other than an action by or in the right of the registrant—by reason of the fact that the person is or was a director, officer, agent or employee of the registrant, or is or was serving at the registrant’s request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acting in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the registrant, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the registrant as well but only to the extent of defense expenses, including attorneys’ fees but excluding amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to the registrant, unless the court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board

II-1

of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The registrant’s certificate of incorporation and bylaws, to be filed as Exhibits 3.1 and 3.2 hereto, respectively, provide that the registrant must indemnify its directors and officers to the fullest extent authorized by the DGCL or any other applicable law. In addition, the registrant intends to enter into separate indemnification agreements, to be filed as Exhibit 10.7 hereto, with its directors and executive officers, which would require the registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent authorized by law. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under the United States Securities Act of 1933, as amended (the “Securities Act”). The registrant also intends to maintain director and officer liability insurance.

The form of Underwriting Agreement, to be filed as Exhibit 1.1 hereto, provides for indemnification by the underwriters of the registrant and the registrant’s officers and directors for certain liabilities, including liabilities arising under the Securities Act and affords certain rights of contribution with respect thereto.

Item 15. Recent Sales of Unregistered Securities

On July 20, 2017, the registrant issued 100 shares of the registrant’s common stock, par value $0.01 per share, to GreenSky, LLC for $10.00. The issuance of such shares of common stock was not registered under the Securities Act because the shares were offered and sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act.

In connection with the Reorganization Transactions, the registrant will issue shares of its Class B common stock, par value $0.01 per share, to the Continuing LLC Members and shares of its Class A common stock, par value $0.01 per share, to certain of the Original Profits Interests Holders and the equity holders of the Former Corporate Investors (as those terms are defined in the prospectus included in this registration statement). The issuance of such shares of Class A and Class B common stock will not be registered under the Securities Act because the shares will be offered and sold in transactions exempt from registration under Section 4(a)(2) of the Securities Act.

Item 16. Exhibits

(1) Exhibits:

The exhibit index immediately preceding the signature page hereto is incorporated herein by reference.

(2) Financial Statement Schedules:

All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates, or evidence of uncertificated securities, in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or

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controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby further undertakes that:

	(1)		For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)		For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

EXHIBIT INDEX


Exhibit number		Description
	1.1*	Form of Underwriting Agreement
	3.1	Form of Certificate of Incorporation, to be effective upon completion of this offering
	3.2	Form of Bylaws, to be effective upon completion of this offering
	4.1*	Specimen Stock Certificate for shares of Class A common stock
	4.2	Form of Registration Rights Agreement, to be effective upon completion of this offering
	4.3	Form of Warrant held by QED Fund II, LP, as amended
	4.4	Form of Incentive Units held by QED Fund II, LP
	5.1	Form of opinion of Troutman Sanders LLP
	10.1*	Form of Tax Receivable Agreement, to be effective upon completion of this offering
	10.2	Form of Exchange Agreement, to be effective upon completion of this offering
	10.3	Operating Agreement of GreenSky Holdings, LLC, to be effective upon completion of this offering
	10.4+	Employment Agreement, dated September 25, 2014, with David Zalik
	10.5+	Offer Letter, dated October 18, 2014, for Robert Partlow
	10.6+	Offer Letter, dated August 27, 2016, for Christopher Forshay
	10.7	Form of Indemnification Agreement with each of GreenSky, Inc.’s directors and executive officers
	10.8	Credit Agreement, as amended, with JPMorgan Chase Bank, N.A.
	10.9^	Loan Origination Agreement, as amended, with SunTrust Bank
	10.10^	Servicing Agreement, as amended, with SunTrust Bank
	10.11^	Loan Origination Agreement, as amended, with Regions Bank
	10.12^	Servicing Agreement, as amended, with Regions Bank
	10.13^	Loan Origination Agreement, as amended, with Synovus Bank
	10.14^	Servicing Agreement, as amended, with Synovus Bank
	10.15^	Loan Origination Agreement, as amended, with Fifth Third Bank
	10.16^	Servicing Agreement with Fifth Third Bank

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Exhibit number		Description
	10.17^	Co-Branded MasterCard Program Agreement, as amended, with Comdata Network, Inc.
	10.18*#	Second Amended and Restated GreenSky Installment Loan Program Agreement, with THD At-Home Services, Inc. and Home Depot U.S.A., Inc.
	10.19	Phoenix Blackstone Center Lease, as amended, with Phoenix Blackstone, LLC
	10.20	Purchase and Sale Agreement, dated November 30, 2016, by and among Robert Sheft, Robert Sheft 2012 Trust, Zalik Family Dynasty Trust I, LLC and GreenSky, LLC
	10.21^	Servicing Agreement, dated November 30, 2016, by and among Robert Sheft, Robert Sheft 2012 Trust, Zalik Family Dynasty Trust I, LLC and GreenSky, LLC
	10.22	Advisory Services Agreement, as amended, by and between QED Investors, LLC and GreenSky, LLC (formerly, GreenSky Trade Credit, LLC)
	10.23+	Form of GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.23(a)+*	Form of Stock Option Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.23(b)+*	Form of Restricted Stock Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.23(c)+*	Form of Restricted Stock Unit Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.24+*	Equity Incentive Plan, as amended
	10.25+*	Form of GreenSky Holdings, LLC Class A Unit Option Agreement
	10.26+*	Form of GreenSky Holdings, LLC Incentive Units Grant Agreement
	21.1	List of subsidiaries of GreenSky, Inc.
	23.1	Consent of PricewaterhouseCoopers LLP as to GreenSky, Inc.
	23.2	Consent of PricewaterhouseCoopers LLP as to GreenSky Holdings, LLC
	23.3*	Consent of Troutman Sanders LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (included on the signature page of this registration statement)

To be filed by amendment.

Management contract or compensatory plan or arrangement.

The registrant intends to seek confidential treatment with respect to certain portions of this exhibit.

Confidential treatment requested as to certain portions of this exhibit, which portions have been omitted and filed separately with the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia, on April 27, 2018.

GreenSky, Inc.
(Registrant)

By:

/s/ David Zalik

Name: David Zalik
Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints David Zalik and Robert Partlow and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this registration statement, and any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on April 27, 2018.

Name				Title

/s/ David Zalik David Zalik				Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

/s/ Robert Partlow Robert Partlow				Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

/s/ Joel Babbit Joel Babbit				Director

/s/ Gerald Benjamin Gerald Benjamin				Director

/s/ John Flynn John Flynn				Director

/s/ Gregg Freishtat Gregg Freishtat				Director

/s/ Nigel Morris Nigel Morris				Director

/s/ Robert Sheft Robert Sheft				Director

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Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GREENSKY, INC.

GREENSKY, INC., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is GreenSky, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2017.

2. This Amended and Restated Certificate of Incorporation (this “ Certificate ”) has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”) and shall be effective as of the date and time that it is filed with the Secretary of State of the State of Delaware.

3. Immediately prior to the effective time of this Certificate, the Corporation had authorized 100 shares of common stock, par value $0.01 per share (the “ Original Common Stock ”), and had issued 100 shares of Original Common Stock.

4. The text of the original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Section 1.01 Name . The name of the Corporation is “GreenSky, Inc.”

ARTICLE II

Section 2.01 Registered Office and Registered Agent . The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Section 3.01 Purpose . The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Section 4.01 Authorized Shares . The total number of shares of all classes of stock which the Corporation shall have authority to issue is shares, consisting of (1) shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”), and (2) shares of common stock, divided into shares of Class A common stock, par value $0.01 per share (the “ Class A Common Stock ”), and shares of Class B common stock, par value $0.01 per share (the “ Class B Common Stock ” and, together with the Class A Common Stock, the

“ Common Stock ”). Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any of the Preferred Stock, the Class A Common Stock or the Class B Common Stock may be increased or decreased by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Preferred Stock, the Class A Common Stock or the Class B Common Stock voting separately as a class shall be required therefor. Notwithstanding the foregoing, the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding plus, (i) in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with (a) the exchange of all outstanding Common Units that are exchangeable (with automatic cancellation of all outstanding Class B Common Stock) pursuant to the Exchange Agreement and (b) the exercise of outstanding options, warrants, profits interests, or similar rights for Class A Common Stock and (ii) in the case of Class B Common Stock, the number of shares of Class B Common Stock issuable in connection with the exercise of outstanding options, warrants, profits interests, or similar rights for Common Units and Class B Common Stock.

Immediately prior to the effective time of this Certificate, (i) no shares of Class A Common Stock were authorized, issued or outstanding, no shares of Class B Common Stock were authorized, issued or outstanding, and no shares of Preferred Stock were authorized, issued or outstanding and (ii) 100 shares of Original Common Stock were authorized, issued and outstanding, which shares of Original Common Stock are being redeemed for $10.00 upon the effective time of this Certificate in accordance with Section 151(b) of the DGCL, and immediately following the redemption of such shares of Original Common Stock, shares of Class A Common Stock and Class B Common Stock will be issued in accordance with Section 151(b) of the DGCL.

Section 4.02 Preferred Stock .

(a) The board of directors of the Corporation (the “ Board ”) is hereby expressly authorized, by resolution or resolutions and by filing a certificate pursuant to applicable law, and subject to any limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(b) Except as otherwise required by this Certificate or by applicable law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted to such holders by this Certificate (including any certificate of designation relating to such series).

Section 4.03 Common Stock .

(a) Voting Rights .

(1) Except as may otherwise be provided in this Certificate or by applicable law, each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock, as such, shall be entitled to ten votes for each share of Class B Common Stock held of record by such holder ( provided , however , that from and after the Trigger Event, each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record by such holder), on all matters on which stockholders generally are entitled to vote and shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with the holders of Preferred Stock); provided , however , that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(2) The holders of the outstanding shares of Class A Common Stock and Class B Common Stock shall be entitled to vote separately as a class upon any amendment to this Certificate (including by merger, consolidation, reorganization or similar event) that would increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of such class of such stock so as to affect them adversely.

(b) Permitted Class B Owners . From and after the effective time of this Certificate, additional shares of Class B Common Stock may be issued only to, and registered in the name of, the Continuing LLC Members, their respective successors and assigns as well as their respective transferees permitted in accordance with the LLC Agreement (including all subsequent successors, assigns and permitted transferees) (the Continuing LLC Members together with such persons, collectively, “ Permitted Class B Owners ”) in accordance with Section 4.04 and the aggregate number of shares of Class B Common Stock following any such issuance registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner under the LLC Agreement.

(c) Exchanges of Common Units . Common Units not held by the Corporation may be exchanged (with automatic cancellation of a corresponding share of Class B Common Stock) for Class A Common Stock or the Cash Settlement Amount (as defined in the Exchange Agreement) in accordance with, and on the terms and conditions of, the Exchange Agreement and the LLC Agreement. Upon exchange of a Common Unit for Class A Common Stock or the Cash Settlement Amount, a corresponding share of Class B Common Stock shall automatically be canceled and such canceled shares of Class B Common Stock shall thereafter no longer be

outstanding, and all rights with respect to such shares shall automatically cease and terminate.

(d) Automatic Transfer . No share of Class B Common Stock may be sold, exchanged or otherwise transferred, other than as part of (i) the exchange of a Common Unit as set forth in Section 4.03(c) of this Certificate, and (ii) the transfer of a Common Unit by a holder of Common Units to a permitted transferee of such holder in accordance with the LLC Agreement. In the event that any outstanding shares of Class B Common Stock are sold, exchanged or otherwise transferred other than as provided in the foregoing clauses (i) and (ii), or such outstanding shares of Class B Common Stock shall otherwise cease to be held by a holder of a corresponding number, based on the exchange rate then in effect, of Common Units (including a transferee of a Common Unit) for any reason, such shares of Class B Common Stock shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be deemed to be transferred to the Corporation and thereupon shall be retired.

(e) Dividends, Distributions, Merger Consideration, etc .

(1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends of cash, stock or property may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at the times and in the amounts as the Board in its discretion may determine.

(2) Except as provided in Section 4.04 with respect to stock dividends, dividends of cash, stock or property or any distributions or consideration in connection with any merger or consolidation may not be declared or paid on the Class B Common Stock.

(f) Liquidation and Other Events . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock, if any, are entitled the holders of all outstanding shares of Class A Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares of Class A Common Stock held by them. Without limiting the rights of any holders of Class B Common Stock to exchange their Common Units for shares of Class A Common Stock (with automatic cancellation of an equal number of shares of Class B Common Stock) in accordance with the Exchange Agreement (or for the consideration payable in respect of shares of Class A Common Stock in such voluntary or involuntary liquidation, dissolution or winding up), the holders of shares of Class B Common Stock, as such, will not be entitled to receive, with respect to such shares, any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(g) Shares Deliverable in Exchange . The Corporation covenants that it will at all times reserve and keep available out of its authorized but unissued shares of Class A Common

Stock, solely for the purpose of issuance upon exchange of the outstanding Common Units exchangeable for Class A Common Stock, such number of shares of Class A Common Stock that are issuable upon any such exchange; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such exchange by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation). The Corporation covenants that all shares of Class A Common Stock issued upon any such exchange will, upon issuance, be validly issued, fully paid and non-assessable.

(h) Reclassifications . In the event of a reclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then a holder of shares of Class B Common Stock shall be entitled to receive upon exchange of such shares (together with a commensurate number of Common Units) the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction, taking into account any adjustment as a result of any subdivision (by any stock split or dividend, reclassification or otherwise) or combination (by reverse stock split, reclassification or otherwise) of such security that occurs after the effective time of such reclassification or other similar transaction.

(i) No Preemptive or Subscription Rights . No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

Section 4.04 Stock Adjustments .

(a) The Corporation shall undertake all actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to the shares of Class A Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stock issued pursuant to the 2018 Omnibus Incentive Plan, and any other equity incentive plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock, or (iii) Preferred Stock or other debt or equity securities (including, without limitation, warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock.

(b) The Corporation shall undertake all actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to the shares of Class B Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners.

(c) The Corporation shall not undertake or authorize (i) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock; or (ii) any

subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of the Class B Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times, subject to the provisions of this Certificate, a one-to-one ratio between the number of Common Units owned by the Permitted Class B Owners and the number of outstanding shares of Class B Common Stock, unless, in the case of clause (i) or (ii) of this Section 4.04(c), such action is necessary to maintain at all times both a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock and a one-to-one ratio between the number of Common Units owned by the Permitted Class B Owners and the number of outstanding shares of Class B Common Stock.

(d) The Corporation shall not issue, transfer or deliver from treasury stock or repurchase shares of Class A Common Stock unless in connection with any such issuance, transfer, delivery or repurchase the Corporation takes or authorizes all requisite action such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stock issued pursuant to the 2018 Omnibus Incentive Plan, and any other equity incentive plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock or (iii) Preferred Stock or other debt or equity securities (including, without limitation, warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including, without limitation, any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the LLC). The Corporation shall not issue, transfer or deliver from treasury stock or repurchase or redeem shares of Preferred Stock unless in connection with any such issuance, transfer, delivery, repurchase or redemption the Corporation takes all requisite action such that, after giving effect to all such issuances, transfers, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the LLC which (in the good faith determination by the Board) are in the aggregate substantially equivalent in all respects to the outstanding Preferred Stock so issued, transferred, delivered, repurchased or redeemed.

(e) The Corporation shall not consolidate, merge, combine or consummate any other transaction (other than an action or transaction for which an adjustment is provided in Article IV) in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property, unless in connection with any such consolidation, merger, combination or other transaction each Common Unit shall be entitled to be exchanged for or converted into (without duplication of any corresponding share of Class A Common Stock that the Corporation may issue upon exchange of such Common Unit by the holder thereof pursuant to the Exchange Agreement) the same kind and amount of stock or securities, cash and/or any other property, as the case may be, into which or for which each share of Class A Common Stock is exchanged or converted, in each case to maintain at all times a one-to-one ratio between (x) the stock or securities, or rights to receive cash and/or any other property issuable in such transaction in exchange for or conversion of one share of Class A Common Stock and (y) the stock or securities, or rights to receive cash and/or any other property

issuable in such transaction in exchange for or conversion of one Common Unit. The foregoing provisions of this Section 4.04(e) shall not apply to any action or transaction (including any consolidation, merger or combination) approved by the holders of a majority of the voting power of the Class A Common Stock and Class B Common Stock, each voting as a separate class.

ARTICLE V

Section 5.01 Board of Directors . (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise fixed by or pursuant to the provisions of Article IV of this Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the number of directors that shall constitute the Board shall be fixed from time to time exclusively by resolution of the Board.

(b) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV, then upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of directors of the Corporation shall automatically be increased by such specified number of additional directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors pursuant to the provisions of the Board’s designation for the series of Preferred Stock, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total and authorized number of directors of the Corporation shall be reduced accordingly.

Section 5.02 Classified Board . The Board (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to Article IV (the “ Preferred Stock Directors ”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Article V; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Article V; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Article V. Commencing with the first annual meeting of stockholders following the effectiveness of this Article V, each director of each class the term of which shall then expire shall be elected to hold office for a three-year term and until such director’s successor has been duly elected and qualified. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board is authorized to assign members of the Board already holding office to Class I, Class II or Class III. Nothing in this Certificate shall preclude a director from serving consecutive terms.

Section 5.03 Advance Notice of Stockholder Business and Nominations . Advance notice of nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws.

Section 5.04 Vacancies and Newly Created Directorships . Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, newly created directorships resulting from any increase in the number of directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall only be filled by the Board, and not by the stockholders, by the affirmative vote of a majority of the remaining directors then in office, or by a sole remaining director, even though less than a quorum of the Board. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any director then in office.

Section 5.05 Removal of Directors . Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to Article IV, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66 2/3% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.06 No Cumulative Voting . There shall be no cumulative voting in the election of directors.

ARTICLE VI

Section 6.01 No Action by Written Consent . Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 6.02 Special Meetings . Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, special meetings of stockholders of the Corporation may be called only by (a) the Chairman of the Board, (b) the Chief Executive Officer of the Corporation or (c) the Board pursuant to a resolution approved by a majority of the entire Board. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 6.03 No Written Ballot Requirement . Unless and except to the extent that the

Bylaws shall so require, the election of directors need not be by written ballot.

ARTICLE VII

Section 7.01 Adoption, Amendment or Repeal of Bylaws . In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to make, alter, amend or repeal the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the DGCL or this Certificate. Notwithstanding the foregoing and anything contained in this Certificate to the contrary, the Bylaws shall not be amended or repealed by the stockholders, and no provision inconsistent therewith shall be adopted by the stockholders, without the affirmative vote of the holders of at least 66 2/3% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE VIII

Section 8.01 Amendments . The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by this Certificate and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article VIII. Notwithstanding the foregoing, the provisions set forth in Article V, Sections 6.01 and 6.02 of Article VI, Articles VII, VIII, IX, X and XI may not be repealed or amended in any respect, and no other provision may be adopted, amended or repealed that would have the effect of modifying or permitting the circumvention of the provisions set forth in Article V, Sections 6.01 and 6.02 of Article VI, Articles VII, VIII, IX, X and XI, unless such action is approved by the affirmative vote of the holders of not less than 66 2/3% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote with respect thereto, voting together as a single class.

ARTICLE IX

Section 9.01 Limitation of Liability . The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospective director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the DGCL. To the fullest extent permitted by the laws of the State of Delaware, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article IX shall adversely affect any right or protection of a director or of any officer, employee or agent of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE X

Section 10.01 Section 203 of the DGCL . The Corporation expressly elects to be governed by Section 203 of the DGCL.

ARTICLE XI

Section 11.01 Exclusive Forum . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, the Certificate or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, however, that this exclusive forum provision shall not apply to any actions under United States federal securities laws.

Section 11.02 Notice . Any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including, without limitation, shares of Preferred Stock and/or Common Stock) shall be deemed to have notice of and to have consented to the provisions of this Article XI.

ARTICLE XII

Section 12.01 Severability . If any provision or provisions of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate (including, without limitation, each portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate (including, without limitation, each such portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

If a provision of this Certificate is held to be invalid as written, then the arbitrator(s) or the court making such a determination shall interpret such provision as having been modified to

the least extent possible to find it to be binding.

ARTICLE XIII

Section 13.01 Definitions . As used in this Certificate, unless the context requires otherwise, the term:

“ 2018 Omnibus Incentive Plan ” means the GreenSky Holdings, LLC 2018 Omnibus Incentive Plan.

“ Board ” is defined in Section 4.02.

“ Bylaws ” means the bylaws of the Corporation, as such bylaws may be amended from time to time.

“ Cash Settlement Amount ” is defined in Section 4.03(c).

“ Certificate ” is defined in the preamble.

“ Class A Common Stock ” is defined in Section 4.01.

“ Class B Common Stock ” is defined in Section 4.01.

“ Common Stock ” is defined in Section 4.01.

“ Common Unit ” means a membership interest in the LLC, authorized and issued under the LLC Agreement, and constituting a “Common Unit” as defined in the LLC Agreement as in effect as of the effective time of this Certificate.

“ Continuing LLC Members ” means the holders of Common Units (other than the Corporation) that are parties to the Exchange Agreement from time to time.

“ Corporation ” is defined in the preamble.

“ DGCL ” is defined in the preamble.

“ Equity Holder ” means any current or former holder (or group of holders) of any Equity Security.

“ Equity Security ” means any interest in the capital stock of the Corporation and/or any equity interest in any subsidiary of the Corporation.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exchange Agreement ” means the Exchange Agreement, dated as of the date hereof, among the Corporation, the LLC and the other parties thereto, as such may be amended from time to time.

“ LLC ” means GreenSky Holdings, LLC, a Georgia limited liability company, or any

successor entity thereto.

“ LLC Agreement ” means the Amended and Restated Operating Agreement of the LLC, dated as of [ l ], 2018, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Original Common Stock ” is defined in the preamble.

“ Permitted Class B Owners ” is defined in Section 4.03(b).

“ Preferred Stock ” is defined in Section 4.01.

“ Preferred Stock Directors ” is defined in Section 5.02.

“ Trigger Event ” means the first date on which the Continuing LLC Members cease collectively to beneficially own (directly or indirectly) 15% or more of the outstanding shares of Class A Common Stock (determined assuming that each Common Unit held by holders other than the Corporation was exchanged for Class A Common Stock in accordance with the terms and conditions of the Exchange Agreement).

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed by the officer below this day of , 2018.

	By:
	Name:
	Title:

[ Signature Page to Amended and Restated Certificate of Incorporation ]

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

GREENSKY, INC.

Effective as of , 2018

Exhibit 3.2

ARTICLE I	Offices	1

1.01	Registered Office	1
1.02	Other Offices	1

ARTICLE II	Meetings of Stockholders	1

2.01	Place of Meeting	1
2.02	Annual Meetings	1
2.03	Special Meetings	1
2.04	Notice of Meetings	1
2.05	Quorum	2
2.06	Adjournments	2
2.07	Order of Business; Stockholder Proposals	2
2.08	List of Stockholders	4
2.09	Voting	4
2.10	Inspectors	5

ARTICLE III	Board of Directors	5

3.01	General Powers	5
3.02	Number, Qualification and Election	5
3.03	Notification of Nominations	6
3.04	Quorum and Manner of Acting	8
3.05	Place of Meeting	8
3.06	Regular Meetings	8
3.07	Special Meetings	8
3.08	Notice of Meetings	8
3.09	Rules and Regulations	9
3.10	Participation in Meeting by Means of Communications Equipment	9
3.11	Action Without Meeting	9
3.12	Removals; Resignations	9
3.13	Compensation	9

ARTICLE IV	Committees of the Board of Directors	9

4.01	Committees of the Board	9
4.02	Conduct of Business	10

ARTICLE V	Officers	10

5.01	Number; Term of Office	10
5.02	Removal	10
5.03	Resignation	10
5.04	Chairman of the Board	10
5.05	Chief Executive Officer	10
5.06	President	10
5.07	Chief Operating Officer	11
5.08	Chief Financial Officer	11
5.09	Vice Presidents	11
5.10	Treasurer	11
5.11	Controller	11
5.12	Secretary	11
5.13	Assistant Treasurers, Assistant Controllers and Assistant Secretaries	11
5.14	Additional Matters	12

ARTICLE VI	Indemnification and Advancement of Expenses	12

6.01	Right to Indemnification	12
6.02	Advancement of Expenses	12
6.03	Claims	12
6.04	Non-exclusivity of Rights	12
6.05	Other Sources	12
6.06	Amendment or Repeal	13
6.07	Other Indemnification and Advancement of Expenses	13

ARTICLE VII	Capital Stock	13

7.01	Certificates	13
7.02	Transfer of Shares	13
7.03	Registered Stockholders and Addresses of Stockholders	13
7.04	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	14
7.05	Regulations	14
7.06	Fixing Date for Determination of Stockholders of Record	14
7.07	Transfer Agents and Registrars	14

ARTICLE VIII	Seal	14

8.01	Seal	14

ARTICLE IX	Fiscal Year	14

9.01	Fiscal Year	14

ARTICLE X	Waiver of Notice	14

10.01	Waiver of Notice	14

ARTICLE XI	Amendments	15

11.01	Amendments	15

ARTICLE XII	Miscellaneous	15

12.01	Execution of Documents	15
12.02	Deposits	15
12.03	Checks	15
12.04	Proxies in Respect of Stock or Other Securities of Other Corporations	15
12.05	Subject to Law and Certificate of Incorporation	16

ARTICLE XIII	Severability	16

13.01	Severability	16

ARTICLE XIV	Definitions	16

14.01	Definitions	16

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

GREENSKY, INC.

Effective as of , 2018

ARTICLE I
Offices

1.01 Registered Office . The registered office of GREENSKY, INC. (hereinafter called the “ Corporation ”) in the State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the board of directors of the Corporation (the “ Board ”) shall from time to time select.

1.02 Other Offices . The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II
Meetings of Stockholders

2.01 Place of Meeting . All meetings of the stockholders of the Corporation (the “ stockholders ”) shall be at a place to be determined by the Board.

2.02 Annual Meetings . The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board. Any previously scheduled annual meeting of the stockholders may be postponed by action of the Board taken prior to the time previously scheduled for such annual meeting of the stockholders.

2.03 Special Meetings . Special meetings of the stockholders may be called only in the manner set forth in the Certificate. Notice of every special meeting of the stockholders shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice.

2.04 Notice of Meetings . Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be given by the Corporation not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled to notice of the meeting and shall be called by the Corporation. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of the stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive notice thereof as provided in Article X of these Bylaws. Notice of adjournment of a meeting of the stockholders need not be given if the time and place to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting.

2.05 Quorum . Except as otherwise provided by law or by the Certificate, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or by proxy, shall constitute a quorum at any meeting of the stockholders; provided , however , that in the case of any vote to be taken by classes or series, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class or series, present in person or by proxy, shall constitute a quorum of such class or series.

2.06 Adjournments . The chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting from time to time whether or not a quorum is present. In the event that a quorum does not exist with respect to any vote to be taken by a particular class or series, the chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders of such class or series who are present in person or by proxy may adjourn the meeting with respect to the vote(s) to be taken by such class or series. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

2.07 Order of Business; Stockholder Proposals . (a) At each meeting of the stockholders, the Chairman, or, in the absence of the Chairman, the Chief Executive Officer (if the position is held by an individual other than the Chairman) or, in the absence of the Chairman and the Chief Executive Officer, such person as shall be selected by the Board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. Except to the extent inconsistent with the rules and procedures as adopted by the Board or these Bylaws, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

(b) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of the notice provided for in this Section 2.07, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.07.

(c) For business properly to be brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided , however , that in the event that the date of the annual meeting is more than 30 days earlier or more than 30 days later than such anniversary date or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered or received not later than the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.07.

(d) To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing as to each matter the stockholder proposes to bring before the annual meeting:

(1) the name and record address of each stockholder proposing such business, as they appear on the Corporation’s books;

(2) as to each stockholder proposing such business, the name and address of (i) any other beneficial owner of stock of the Corporation that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner (each, a “ Stockholder Associated Person ”);

(3) as to each stockholder proposing such business and any Stockholder Associated Person, (i) the class or series and number of shares of stock directly or indirectly held of record and beneficially by the stockholder proposing such business or Stockholder Associated Person, (ii) the date such shares of stock were acquired, (iii) a description of any agreement, arrangement or understanding, direct or indirect, with respect to such business between or among the stockholder proposing such business, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of such stockholder’s notice by, or on behalf of, the stockholder proposing such business or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder proposing such business or any Stockholder Associated Person with respect to shares of stock of the Corporation (a “ Derivative ”), (v) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the stockholder proposing such business or Stockholder Associated Person has a right to vote any shares of stock of the Corporation, (vi) any rights to dividends on the stock of the Corporation owned beneficially by the stockholder proposing such business or Stockholder Associated Person that are separated or separable from the underlying stock of the Corporation, (vii) any proportionate interest in stock of the Corporation or Derivatives held, directly or indirectly, by a general or limited partnership in which the stockholder proposing such business or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (viii) any performance-related fees (other than an asset-based fee) that the stockholder proposing such business or Stockholder Associated Person is entitled to based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such notice. The information specified in Section 2.07(d)(1) to (3) is referred to herein as “ Stockholder Information ”;

(4) a representation that each such stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business;

(5) a brief description of the business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment) and the reasons for conducting such business at the meeting;

(6) any material interest of the stockholder and any Stockholder Associated Person in such business;

(7) a representation as to whether such stockholder intends (i) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such business or (ii) otherwise to solicit proxies from the stockholders in support of such business;

(8) all other information that would be required to be filed with the SEC if the stockholder or any Stockholder Associated Person were participants in a solicitation subject to Section 14 of the Exchange Act; and

(9) a representation that the stockholder shall provide any other information reasonably requested by the Corporation.

(e) Such stockholders shall also provide any other information reasonably requested by the Corporation within five business days after such request.

(f) In addition, such stockholder shall further update and supplement the information provided to the Corporation in the notice or upon the Corporation’s request pursuant to Section 2.07(e) as needed, so that such information shall be true and correct as of the record date for the meeting and as of the date that is the later of 10 business days before the meeting or any adjournment or postponement thereof. Such update and supplement must be delivered personally or mailed to, and received at the office of the Corporation, addressed to the Secretary, by no later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days before the date for the meeting (in the case of the update and supplement required to be made as of 10 business days before the meeting or any adjournment or postponement thereof).

(g) The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting and such stockholder’s proposal has been included in a proxy statement that has been prepared by management of the Corporation to solicit proxies for such annual meeting; provided , however , that if such stockholder does not appear or send a Qualified Representative to present such proposal at such annual meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation; and provided further , that the foregoing shall not imply any obligation beyond that required by applicable law to include a stockholder’s proposal in a proxy statement prepared by management of the Corporation. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.07.

(h) The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting that fails to comply with this Section 2.07 or, in the case of a stockholder proposal, if the stockholder solicits proxies in support of such stockholder’s proposal without having made the representation required by Section 2.07(d)(7).

(i) The provisions of this Section 2.07 shall govern all business related to stockholder proposals at the annual meeting of stockholders; provided that business related to the election or nomination of directors shall be governed by the provisions of Section 3.03 and not by this Section 2.07.

2.08 List of Stockholders . It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least 10 days before each meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in such stockholder’s name. Such list shall be produced and kept available at the times and places required by law.

2.09 Voting .

(a) Except as otherwise provided by law or by the Certificate, each stockholder of record of any series of Preferred Stock shall be entitled at each meeting of the stockholders to such number

of votes, if any, for each share of such stock as may be fixed in the Certificate or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, each stockholder of record of Class B Common Stock shall be entitled at each meeting of the stockholders to 10 votes for each share of such stock ( provided , however , that from and after the Trigger Event, each stockholder of record of Class B Common Stock shall be entitled at each meeting of the stockholders to one vote for each share of such stock), and each stockholder of record of Class A Common Stock shall be entitled at each meeting of the stockholders to one vote for each share of such stock, in each case, registered in such stockholder’s name on the books of the Corporation:

(1) on the date fixed pursuant to Section 7.06 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or

(2) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) Each stockholder entitled to vote at any meeting of the stockholders may authorize not in excess of three persons to act for such stockholder by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(c) Except as otherwise required by law and except as otherwise provided in the Certificate or these Bylaws, at each meeting of the stockholders, all corporate actions to be taken by vote of the stockholders shall be authorized by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders of such class or series who are present in person or represented by proxy shall be the act of such class or series.

(d) Unless required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including the election of directors, need not be by written ballot.

2.10 Inspectors . The chairman of the meeting shall appoint one or more inspectors to act at any meeting of the stockholders. Such inspectors shall perform such duties as shall be required by law or specified by the chairman of the meeting. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such inspector.

ARTICLE III
Board of Directors

3.01 General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.

3.02 Number, Qualification and Election .

(a) Except as otherwise fixed by or pursuant to the provisions of Article IV of the Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the number of directors that shall constitute the Board shall be fixed from time to time exclusively by

resolution of the Board. The election and terms of office of directors shall be governed by the Certificate. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

(b) Unless the Board determines otherwise, to be eligible to be a nominee for election or reelection as a director, a person must deliver (in accordance with the time periods prescribed for delivery of notice by the Board) to the Secretary at the office of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person will act or vote as a director on any issue or question (a “ Voting Commitment ”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply with such person’s fiduciary duties as a director under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading and other policies and guidelines of the Corporation that are applicable to directors.

3.03 Notification of Nominations . (a) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, nominations for the election of directors may be made only by (1) the Board (or a designated committee thereof) or (2) by any stockholder who is a stockholder of record at the time of giving of the notice of nomination provided for in this Section 3.03 and who is entitled to vote for the election of directors.

(b) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, any stockholder of record entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation (i) with respect to an election to be held at an annual meeting of the stockholders, not less than 120 days nor more than 150 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided , however , that in the event that the date of the annual meeting is more than 30 days earlier or more than 30 days later than such anniversary date or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made and (ii) with respect to an election to be held at a special meeting of the stockholders for the election of directors, not earlier than the 60th day prior to such special meeting and not later than the close of business on the 40th day prior to such special meeting; provided , however , that if less than 50 days’ notice or prior Public Announcement of the date of the special meeting of the stockholders is given or made to the stockholders, then to be timely such notice must be received by the Corporation no later than the close of business on the 10th day following the day on which a notice of the date of the special meeting was mailed to the stockholders or the Public Announcement of the date of the meeting was made. In no event shall an adjournment or postponement, or Public Announcement of an adjournment or postponement of an annual

or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.03.

(1) the Stockholder Information with respect to such stockholder and any Stockholder Associated Persons;

(2) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote in the meeting and intends to appear in person or by proxy at the meeting to propose such nomination;

(3) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

(4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and any Stockholder Associated Person or any of their respective affiliates or associates or other parties with whom they are acting in concert, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant;

(5) such other information regarding each nominee proposed by such stockholder and Stockholder Associated Person as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board and a completed signed questionnaire, representation and agreement required by Section 3.02(b);

(6) a representation as to whether such stockholder intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination or (b) otherwise to solicit proxies from stockholders in support of such nomination; and

(7) a representation that the stockholders shall provide any other information reasonably requested by the Corporation.

(d) Such stockholders shall also provide any other information reasonably requested by the Corporation within five business days after such request.

(e) In addition, such stockholders shall further update and supplement the information provided to the Corporation in the notice of nomination or upon the Corporation’s request pursuant to Section 3.03(e) as needed, so that such information shall be true and correct as of the record date for the meeting and as of the date that is 10 business days before the meeting or any adjournment or postponement thereof. Such update and supplement must be delivered personally or mailed to, and received at the office of, the Corporation, addressed to the Secretary, by no later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days before the date for the meeting (in the case of the update and supplement required to be made as of 10 business days before the meeting or any adjournment or postponement thereof).

(f) The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in favor of such stockholder’s nominee(s) without having made the representations required Section 3.03(c)(7).

(g) If such stockholder does not appear or send a Qualified Representative to present such proposal at such meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(h) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon dissolution, liquidation or winding up, only such persons who are nominated in accordance with the procedures set forth in this Section 3.03 shall be eligible to serve as directors of the Corporation.

(i) Notwithstanding anything in Section 3.03 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting of the stockholders is increased and there is no Public Announcement naming all of the nominees for directors or specifying the size of the increased Board made by the Corporation at least 120 days prior to the first anniversary of the date of the immediately preceding annual meeting, a stockholder’s notice required by this Section 3.03 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation.

3.04 Quorum and Manner of Acting . Except as otherwise provided by law, the Certificate or these Bylaws, a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board, and, except as so provided, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

3.05 Place of Meeting . Subject to Sections 3.06 and 3.07, the Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine, or as shall be specified or fixed in the respective notices or waivers of notice thereof.

3.06 Regular Meetings . Regular meetings of the Board shall be held at such times as the Board shall from time to time determine, at such locations as the Board may determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of the place where the meeting is to be held, the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. No fewer than four meetings of the Board shall be held per year.

3.07 Special Meetings . Special meetings of the Board shall be held whenever called (a) by the Chairman of the Board, (b) by the Chief Executive Officer or (c) by two or more directors, and shall be held at such place, on such date and at such time as he or they, as applicable, shall fix.

3.08 Notice of Meetings . Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by telecopy or by electronic transmission or shall be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director

who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Unless otherwise required by these Bylaws, every such notice shall state the time and place but need not state the purpose of the meeting.

3.09 Rules and Regulations . The Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board may deem proper.

3.10 Participation in Meeting by Means of Communications Equipment . Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other or as otherwise permitted by law, and such participation in a meeting shall constitute presence in person at such meeting.

3.11 Action Without Meeting . Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or of any such committee, as the case may be, consent thereto in writing, by electronic transmission or as otherwise permitted by law and, if required by law, the writings or electronic transmissions are filed with the minutes or proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.12 Removals; Resignations . The directors of the Corporation may be removed in accordance with the Certificate and the General Corporation Law of the State of Delaware (the “ DGCL ”). Any director of the Corporation may at any time resign by notice in writing or by electronic transmission to the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Compensation . Each director that is not otherwise an employee of the Corporation, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such amount per annum and such fees (payable in cash or stock-based compensation) for attendance at meetings of the Board or of committees of the Board, or both, as the Board or a committee thereof shall from time to time determine. In addition, each such director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person’s duties as a director. Nothing contained in this Section 3.13 shall preclude any such director from serving the Corporation or any of its subsidiaries in any other capacity and receiving compensation therefor.

ARTICLE IV
Committees of the Board of Directors

4.01 Committees of the Board . The Board shall designate such committees as may be required by the rules of the New York Stock Exchange LLC (or any other principal United States exchange upon which the shares of the Corporation may be listed) and may from time to time designate other committees of the Board (including an executive committee), with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee.

4.02 Conduct of Business . Any committee, to the extent allowed by law and provided in the resolution establishing such committee or the charter of such committee, shall have and may exercise all the duly delegated powers and authority of the Board in the management of the business and affairs of the Corporation. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, any such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, regular and special meetings and other actions of any such committee shall be governed by the provisions of Article III applicable to meetings and actions of the Board. Each committee shall keep regular minutes and report on its actions to the Board.

ARTICLE V
Officers

5.01 Number; Term of Office . The officers of the Corporation shall be elected by the Board and shall consist of: a Chairman of the Board, a Chief Executive Officer, a Secretary and a Treasurer. In addition, the Board may elect a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents (including, without limitation, Assistant, Executive, Senior and Group Vice Presidents), a Controller and such other officers and agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as provided in these Bylaws or as the Board may from time to time determine, and each to hold office for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and shall qualify, or until such person’s death or resignation, or until such person’s removal in the manner hereinafter provided. One person may hold the offices and perform the duties of any two or more of said officers; provided , however , that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate or these Bylaws to be executed, acknowledged or verified by two or more officers. The Board may require any officer or agent to give security for the faithful performance of such person’s duties. Any vacancy occurring in any office of the Corporation may be filled by the Board.

5.02 Removal . Subject to Section 5.14, any officer may be removed, either with or without cause, by the Board at any meeting thereof called for the purpose, by the Chief Executive Officer, or by any other superior officer upon whom such power may be conferred by the Board.

5.03 Resignation . Any officer may resign at any time by giving notice to the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.04 Chairman of the Board . The Chairman of the Board may be an officer of the Corporation, subject to the control of the Board, and shall report directly to the Board.

5.05 Chief Executive Officer . The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, subject to the control of the Board, and shall report directly to the Board.

5.06 President . The President shall perform such senior duties as he may agree with the Chief Executive Officer (if the position is held by an individual other than the Chief Executive Officer) or as the Board shall from time to time determine.

5.07 Chief Operating Officer . The Chief Operating Officer shall perform such senior duties in connection with the operations of the Corporation as he may agree with the Chief Executive Officer or as the Board shall from time to time determine.

5.08 Chief Financial Officer . The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. The Chief Financial Officer shall report directly to the Chief Executive Officer.

5.09 Vice Presidents . Any Vice President shall have such powers and duties as shall be prescribed by his superior officer or the Board. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

5.10 Treasurer . The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board may from time to time determine.

5.11 Controller . The Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board may from time to time determine.

5.12 Secretary . It shall be the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and when deemed necessary shall affix the seal or cause it to be affixed to all certificates of stock, if any, of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

5.13 Assistant Treasurers, Assistant Controllers and Assistant Secretaries . Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board or by the Treasurer, Controller or Secretary, respectively, or by the Chief Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

5.14 Additional Matters . The Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have

the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

ARTICLE VI
Indemnification and Advancement of Expenses

6.01 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including as it presently exists or may hereafter be amended), any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (any such action, suit or proceeding, a “ proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.03 of these Bylaws, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board.

6.02 Advancement of Expenses . The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

6.03 Claims . If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

6.04 Non-exclusivity of Rights . The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquires under any statute, provision of the Certificate, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

6.05 Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise.

6.06 Amendment or Repeal . Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought.

6.07 Other Indemnification and Advancement of Expenses . This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII
Capital Stock

7.01 Certificates . The shares of capital stock of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of capital stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of capital stock of the Corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by (a) any one officer of the Corporation who is the Chairperson, a Vice Chairperson, the Chief Executive Officer or a Vice President, and (b) by any one officer of the Corporation who is the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary, with such signatories certifying the number of shares of the applicable class or series of capital stock owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

7.02 Transfer of Shares . Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided , however , that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

7.03 Registered Stockholders and Addresses of Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any stockholder shall fail to designate such address, corporate notices may be given to such person by mail directed to such person at such person’s post office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address.

7.04 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate for shares of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

7.05 Regulations . The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of stock of each class and series of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

7.06 Fixing Date for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 days nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.

7.07 Transfer Agents and Registrars . The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

ARTICLE VIII
Seal

8.01 Seal . The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.

ARTICLE IX
Fiscal Year

9.01 Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE X
Waiver of Notice

10.01 Waiver of Notice . Whenever any notice whatsoever is required to be given by these Bylaws, by the Certificate or by law, the person entitled thereto may, either before or after the meeting or other matter in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with or entered upon the records of the meeting or the records kept with respect to such other matter, as the case may be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice. Attendance of a person at a meeting

shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE XI
Amendments

11.01 Amendments . These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board at any meeting thereof in accordance with the Certificate and the DGCL; provided , however , that notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such meeting of the stockholders or in the notice of such meeting of the Board and, in the latter case, such notice is given not less than 24 hours prior to the meeting.

ARTICLE XII
Miscellaneous

12.01 Execution of Documents . The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence of such designation referred to in the first sentence of this Section, the officers of the Corporation shall have such power so referred to, to the extent incident to the normal performance of their duties.

12.02 Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any committee thereof or any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee or in these Bylaws shall select.

12.03 Checks . All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board or of any committee thereof or by any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee thereof or as set forth in these Bylaws.

12.04 Proxies in Respect of Stock or Other Securities of Other Corporations . The Board or any committee thereof shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

12.05 Subject to Law and Certificate of Incorporation . All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws. Whenever these Bylaws may conflict with any applicable law or the Certificate, such conflict shall be resolved in favor of such law or the Certificate.

12.06 Manner of Notice . Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the Corporation under any provision of applicable law, the Certificate, or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 12.06, shall be deemed to have consented to receiving such single written notice.

ARTICLE XIII
Severability

13.01 Severability . If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these Bylaws (including, without limitation, each portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XIV
Definitions

14.01 Definitions

As used in these Bylaws, unless the context otherwise requires, the term:

“ Assistant Controller ” means an Assistant Controller of the Corporation.

“ Assistant Secretary ” means an Assistant Secretary of the Corporation.

“ Assistant Treasurer ” means an Assistant Treasurer of the Corporation.

“ Board ” is defined in Section 1.01.

“ Bylaws ” means the bylaws of the Corporation, as such bylaws may be amended from time to time.

“ Certificate ” means the Amended and Restated Certificate of Incorporation of the Corporation.

“ Chairman ” means the Chairman of the Board.

“ Chief Executive Officer ” means the Chief Executive Officer of the Corporation.

“ Chief Financial Officer ” means the Chief Financial Officer of the Corporation.

“ Chief Operating Officer ” means the Chief Operating Officer of the Corporation.

“ Class A Common Stock ” is defined in the Certificate.

“ Class B Common Stock ” is defined in the Certificate.

“ Common Stock ” is defined in the Certificate.

“ Continuing LLC Members ” means the holders of Common Units (other than the Corporation) that are parties to the Exchange Agreement from time to time.

“ Controller ” means the Controller of the Corporation.

“ Corporation ” is defined in Section 1.01.

“ Covered Person ” is defined in Section 6.01.

“ Derivative ” is defined in Section 2.07(d).

“ DGCL ” is defined in Section 3.12.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exchange Agreement ” means the Exchange Agreement, dated as of [ l ], 2018, among the Corporation, the LLC and the other parties thereto, as such may be amended from time to time.

“ LLC ” means GreenSky Holdings, LLC, a Georgia limited liability company, or any successor entity thereto.

“ Preferred Stock ” is defined in the Certificate.

“ President ” means the President of the Corporation.

“ proceeding ” is defined in Section 6.01.

“ Public Announcement ” means disclosure (i) in a press release reported by the Dow Jones News Service, Reuters Information Service or any similar or successor news wire service or (ii) in a communication distributed generally to stockholders and in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act or any successor provisions thereto.

“ Qualified Representative ” means that a person must be a duly authorized officer, manager or partner of a stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secretary ” means the Secretary of the Corporation.

“ Stockholder Associated Person ” is defined in Section 2.07(d).

“ Stockholder Information ” is defined in Section 2.07(d).

“ stockholders ” is defined in Section 2.01.

“ Treasurer ” means the Treasurer of the Corporation.

“ Vice President ” means a Vice President of the Corporation.

“ Voting Commitment ” is defined in Section 3.02(b).

“ Whole Board ” means the total number of authorized directors, whether or not there exist any vacancies or unfilled previously authorized directorships.

Exhibit 4.2

GREENSKY, INC.

REGISTRATION RIGHTS AGREEMENT

TABLE OF CONTENTS

Page

1.	Definitions		1

2.	Registration Rights		5

	2.1	Demand Registration	5

	2.2	Company Registration	8

	2.3	Underwriting Requirements	9

	2.4	Registration Procedures	11

	2.5	Suspension by the Company	14

	2.6	Furnish Information	15

	2.7	Expenses of Registration	15

	2.8	Delay of Registration	16

	2.9	Indemnification; Contribution	16

	2.10	Reports Under Exchange Act	19

	2.11	Limitations on Subsequent Registration Rights	19

	2.12	Lock-Up Agreements	20

	2.13	Restrictions on Transfer	20

	2.14	Termination of Registration Rights	21

3.	Miscellaneous		21

	3.1	Successors and Assigns	21

	3.2	Governing Law	22

	3.3	Counterparts; Facsimile	22

	3.4	Titles and Subtitles	22

	3.5	Notices	22

	3.6	Amendments and Waivers	23

	3.7	Severability	23

	3.8	Aggregation of Stock	23

	3.9	Entire Agreement; Termination of Investors Rights Agreement	23

	3.10	Jurisdiction; Waiver of Jury Trial	24

	3.11	Delays or Omissions	24

	3.12	Acknowledgment	24

	3.13	Prevailing Party	25

	3.14	MNPI	25

Schedule A	—	Schedule of Investors
Exhibit A	—	Joinder to Registration Rights Agreement

registration RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (“ Agreement ”) is dated as of ________________, 2018 (the “ Effective Date ”), by and among GreenSky, Inc., a Delaware corporation (the “ Company ”), GreenSky Holdings, LLC, a Georgia limited liability company (“ GS Holdings ”), and each Person identified on Schedule A hereto as of the Effective Date.

RECITALS

WHEREAS, on the Effective Date, the Company, GS Holdings and the holders of equity interests in GS Holdings entered into that certain Reorganization Agreement (the “ Reorganization Agreement ”), pursuant to which the parties thereto agreed to take the actions described in Section 4 of the Reorganization Agreement (collectively, the “ Reorganization ”) on the Effective Date and immediately prior to the consummation of the IPO (as defined below);

WHEREAS, as of the date hereof, the Company has consummated an offer and sale of its shares of Class A common stock, $0.01 par value per share (the “ Class A Common Stock ”), to the public in an underwritten initial public offering (the “ IPO ”);

WHEREAS, GS Holdings and the investors listed on Schedule A thereto are parties to that certain Second Amended and Restated Investors Rights Agreement, dated as of August 24, 2017 (the “ Investors Rights Agreement ”), governing the rights of such investors to cause GS Holdings to register securities held by such investors and certain other matters as set forth therein; and

WHEREAS, in light of the consummation of the Reorganization and the IPO, the parties hereto desire to supersede the Investors Rights Agreement with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions . For purposes of this Agreement:

“ Additional Investor ” means a transferee of Registrable Securities in a transaction in which the applicable rights under this Agreement are assigned pursuant to Section 3.1 .

“ Affiliate ” means, with respect to any Person, any of the following: (i) any Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another Person; (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities or beneficial interest of another Person; (iii) any Person who is an officer, director, general partner or trustee of such Person, or anyone acting in a substantially similar capacity to such Person; and (iv) any Person who is an officer, director, general partner, trustee or holder of ten percent (10%) or more of the voting securities or beneficial interest of any of the foregoing; provided , that, with respect to any Holder, “Affiliate” shall include any mutual funds or similar pooled vehicles or accounts that are controlled by, under common control with, managed or advised by the same management company or registered investment advisor (or an affiliate of such management company or registered investment advisor) as such Holder; provided, further, however, that “Affiliate” shall not be deemed to include any Person

providing legal, accounting or other professional services to the Company, its members or their Affiliates merely by reason of the provision of such services.

“ Agreement ” has the meaning set forth in the introductory paragraph.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“ Chosen Court ” has the meaning set forth in Section 3.10.

“ Class A Common Stock ” has the meaning set forth in the recitals.

“ Class B Common Stock ” means the Company’s Class B common stock, $0.01 par value per share.

“ Company ” has the meaning set forth in the introductory paragraph.

“ Covered MNPI ” has the meaning set forth in Section 3.14(a).

“ Damages ” means any loss, damage, claim, expense or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim, expense or liability (or any action or proceeding in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus, any Free Writing Prospectus, or any registration statement of the Company, including any preliminary Prospectus or Final Prospectus contained therein or any amendments or supplements thereto, or other document filed in connection therewith; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

“ Demand Notice ” has the meaning set forth in Section 2.1(a).

“ Disclosure Package ” means, with respect to any offering of Registrable Securities, (i) the preliminary Prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including, without limitation, a contract of sale).

“ Effective Date ” has the meaning set forth in the introductory paragraph.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the agreement or agreements among the Company, GS Holdings and the holders of GS Holdings Units whereby such holders have the right to exchange their GS Holdings Units, together with an equal number of shares of Class B Common

Stock, for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A Common Stock), at the Company’s option.

“ Excluded Registration ” means (i) a registration relating to the issuance of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan on Form S-8 or its successor; (ii) a registration relating to an SEC Rule 145 transaction on Form S-4 or its successor; or (iii) a registration in which the only common equity securities being registered are common equity securities issuable upon conversion of debt securities that are also being registered.

“ Fifth Third ” means Fifth Third Capital Holdings, LLC.

“ Final Prospectus ” means the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act.

“ Form S-1 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

“ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

“ GS Holdings ” has the meaning set forth in the introductory paragraph.

“ GS Holdings Units ” means the single class of common membership interests of GS Holdings issued in connection with the Reorganization.

“ Holder ” means any holder of Registrable Securities who is a party to this Agreement or who becomes a party hereto in accordance with the definition of “Investor” herein.

“ Immediate Family Member ” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

“ Initiating Holders ” means, collectively, Holders who properly initiate a registration request under this Agreement.

“ Investors ” means (a) the parties listed on Schedule A hereto, and (b) any Additional Investor.

“ Investors Rights Agreement ” has the meaning set forth in the recitals.

“ IPO ” has the meaning set forth in the recitals.

“ Joinder ” means a joinder to this Agreement in the form of Exhibit A hereto, executed by an Additional Investor and the Company.

“ Lead B Investor ” means TPG Georgia Holdings, LP.

“ MIS ” means MIS Investment Holdings, LLC.

“ MNPI ” means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act.

“ Opt-Out Request ” has the meaning set forth in Section 3.14(d).

“ Person ” means any individual or corporation, partnership, trust, limited liability company, association or other entity.

“ Policies ” has the meaning set forth in Section 3.14(b).

“ Potential Takedown Participant ” has the meaning set forth in Section 2.1(e)(i).

“ Prospectus ” means the prospectus related to any registration statement (including, without limitation, a prospectus or prospectus supplement that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415, 430A, 430B or 430C under the Securities Act, as amended or supplemented by any amendment or prospectus supplement), including post-effective amendments, and all materials incorporated by reference in such prospectus.

“ Registrable Securities ” means (i) any Class A Common Stock now owned or hereafter acquired by any Investor, including, without limitation, upon exchange of GS Holdings Units and Class B Common Stock, and (ii) all shares of Class A Common Stock directly or indirectly issued or then issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1 , and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.14 of this Agreement. Notwithstanding the foregoing, all shares of Class A Common Stock issuable upon exercise, conversion or exchange of any security or right received by a Holder in connection with the Reorganization shall be deemed Registrable Securities for the purpose of exercising any right hereunder, regardless of whether such securities have been so converted or exchanged.

“ Reorganization ” has the meaning set forth in the recitals.

“ Reorganization Agreement ” has the meaning set forth in the recitals.

“ Representatives ” has the meaning set forth in Section 3.14(b).

“ Restricted Securities ” means the securities of the Company required to bear the legend set forth in Section 2.13(a) hereof.

“ SEC ” means the Securities and Exchange Commission.

“ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

“ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.7 .

“ Selling Holder Counsel ” means one counsel selected by the Lead B Investor on behalf of the Holders, or, if the Lead B Investor is not an Initiating Holder, Holders of a majority of the Registrable Securities to be registered.

“ Takedown Notice ” has the meaning set forth in Section 2.1(e)(i).

“ Takedown Request ” has the meaning set forth in Section 2.1(e).

2. Registration Rights . The Company covenants and agrees as follows:

2.1 Demand Registration .

(a) Form S-1 Demand . If at any time following the date of the Prospectus for the IPO, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 25% of the Registrable Securities or at least $50,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), that the Company file or submit a Form S-1 with respect to Registrable Securities having, an aggregate value of at least $50,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), then the Company shall (1) within three business days after the date such request is given, give notice thereof (the “ Demand Notice ”) to all Holders other than the Initiating Holders; and (2) file or submit as soon as practicable thereafter and use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days of such Demand Notice, but in no

event later than 90 days after the date such Demand Notice is given by the Company, a Form S-1 covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five business days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3 .

(b) Form S-3 Demand . If at any time following the date of the Prospectus for the IPO and when the Company is eligible to use a Form S-3, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act) with respect to outstanding Registrable Securities of the Lead B Investor or Holders having an aggregate value of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), then the Company shall (x) within two business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (y) file, as soon as practicable but in no event later than 30 days after the date such request is given by the Initiating Holders, a Form S-3 covering the Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3 . If the Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause such Form S-3 to be made pursuant to an Automatic Shelf Registration Statement and, if then permitted, will omit the names of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the Initiating Holders.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 60 days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than twice in any 12-month period for a period of more

than 90 days in aggregate; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such 90-day period other than an Excluded Registration; and provided, further, that, in the case of clause (ii) above, (x) the Company shall instruct all executive officers and directors of the Company to suspend sales of the Company’s securities other than pursuant to existing Rule 10b5-1 trading plans and (y) the Company may not defer taking any action required pursuant to this Section 2.1 past the date upon which the applicable information is disclosed to the public or ceases to be material.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) , if requested, (i) during the period that is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of a Company-initiated registration, provided , that the Company is actively employing in good faith reasonable best efforts to cause at least 80% of the Registrable Securities subject to each request by a Holder to be included in such registration statement to be so included and to cause such registration statement to become effective pursuant to Section 2.2 of this Agreement; (ii) (x) at the request of the Lead B Investor, after the Company has effected two registrations pursuant to Section 2.1(a) at the request of the Lead B Investor, or (y) at the request of any Holders other than the Lead B Investor, after the Company has effected three registrations pursuant to Section 2.1(a) at the request of any Holders other than the Lead B Investor; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b) . The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) , if requested, (i) during the period that is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a Company-initiated registration, provided , that the Company is actively employing in good faith reasonable best efforts to cause at least 80% of the Registrable Securities subject to each request by a Holder to be included in such registration statement to be so included and to cause such registration statement to become effective pursuant to Section 2.2 of this Agreement; or (ii) if the Company has effected one registration pursuant to Section 2.1(b) within the 90-day period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has become effective or been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the related registration expenses, and forfeit their right to one demand registration statement pursuant to Section 2.7 , in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d) .

(e) At any time a shelf registration statement covering Registrable Securities is effective, (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), may deliver a written request to the Company to effect a public offering, including an underwritten public offering, of all or a portion of the Registrable Securities held by such

Initiating Holder(s) that are registered on such registration statement (a “ Takedown Request ”).

(i) With respect to any Takedown Request involving an underwritten public offering, promptly upon receipt of such Takedown Request (but in no event more than two business days thereafter) the Company shall deliver a notice (a “ Takedown Notice ”) to each other Holder of Registrable Securities covered by the applicable registration statement, or to all other Holders of Registrable Securities if such registration statement is undesignated (each a “ Potential Takedown Participant ”). The Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in the applicable underwritten public offering such number of Registrable Securities as each such Potential Takedown Participant may request in writing. Subject to Section 2.3(a) , the underwritten public offering shall include all such Registrable Securities with respect to which the Company has received written requests for inclusion therein from any Potential Takedown Participant within three business days after the date that the Takedown Notice has been delivered. Any Potential Takedown Participant’s written request to participate in such underwritten public offering shall be binding on the Potential Takedown Participant, subject to Section 2.3(d) .

(ii) A s promptly as practicable after receiving a Takedown Request, the Company shall (i) file with the SEC a prospectus supplement naming the participating Holders as selling stockholders and the amount of Registrable Securities to be offered and include, to the extent not included or incorporated by reference in the registration statement, any other information omitted from the Prospectus used in connection with such registration statement as permitted by Rule 430B promulgated under the Securities Act (including the plan of distribution and the names of any underwriters, placement agents or brokers) and (ii) pay any necessary filing fees to the SEC within the time period required; provided, that, in connection with a Takedown Request relating to an underwritten public offering, the Company shall coordinate the timing of the foregoing actions with the Initiating Holder(s).

(f) Notwithstanding anything herein to the contrary, to the extent that any requested action pursuant to this Section 2.1 would require waiver of one or more lock-up agreements among Holders and underwriters of the Company’s securities, each such Holder agrees to provide the Company with a written waiver of each such lock-up agreement; and the Company shall defer making any public filing or executing any agreement required pursuant to this Section 2.1 until each such Holder has provided such waiver.

2.2 Company Registration . If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Class A Common Stock under the Securities Act in connection with the public offering of such securities for cash (other than in an Excluded Registration or the IPO), the Company shall, at such time, promptly give each Holder notice of such proposed registration. Upon the request of each applicable Holder given within 10 days

after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3 , cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and the Company shall give notice to such Holders of such termination or withdrawal promptly thereafter. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.7 .

2.3 Underwriting Requirements .

(a) If, pursuant to Section 2.1 , the Initiating Holders intend to distribute the Registrable Securities covered by their request (or to distribute any Registrable Securities under a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act) by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 , and the Company shall include such information in the Demand Notice. The underwriter(s), which shall be (an) investment banking firm(s) of national reputation, will be selected (i) in the event of an offering that includes a primary offering, by the Company and shall be reasonably acceptable to a majority in interest of the Registrable Securities held by all Initiating Holders and (ii) in the event of an offering that solely includes a secondary offering or a distribution of any Registrable Securities under a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act, by a majority in interest of the Registrable Securities held by all Initiating Holders, which majority shall include the Lead B Investor if the Lead B Investor is an Initiating Holder, and shall also be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e) ) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting, which underwriting agreement shall be reasonably acceptable to the Company and to the Initiating Holders holding a majority of the Registrable Securities to be registered. Notwithstanding any other provision of this Section 2.3 , if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2 , the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company for its own account) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportion as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company for its own account) are first entirely excluded from the offering, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes of Section 2.1 , a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a) , fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

(d) Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a registration by giving written notice to the Company of its request to withdraw prior to the execution of the underwriting agreement; provided , however , that (i) any Holder’s request to participate in an underwritten sale off of an effective shelf registration statement shall be binding on such Holder; (ii) each such Holder that elects to participate in such underwritten shelf takedown may condition its participation on such underwritten offering being completed within ten (10) business days of its acceptance at a price per share (after giving effect to any

underwriters’ discounts or commissions) to such Holder of not less than ninety percent (90%) of the closing price for the shares on their principal trading market on the business day immediately prior to such Holder’s election to participate; and (iii) in the event that an Initiating Holder gives such written notice to withdraw with respect to a registration under Section 2.1 it thereafter shall have one fewer demand registration rights thereunder.

2.4 Registration Procedures . Whenever the Initiating Holders have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a distribution of any Registrable Securities under a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act, such Holders shall, if applicable, cause any underlying GS Holdings Units, together with Class B Common Stock, to be exchanged into shares of Class A Common Stock in accordance with the terms of the Exchange Agreement prior to the sale of such Registrable Securities. Whenever required under this Section 2 to file a registration statement in respect of any Registrable Securities or requested by the Initiating Holders to conduct an underwritten sale pursuant to an effective shelf registration statement pursuant to Section 2.1(e), the Company shall, as expeditiously as reasonably possible:

(a) prepare and file or submit with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to 120 days (or, in the case of a Form S-3, three years from the effective date of the registration statement if such registration statement is filed pursuant to Rule 415 promulgated under the Securities Act) or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that before filing or submitting a registration statement or Prospectus or any amendments or supplements thereto (including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide the Selling Holder Counsel, each participating Holder, any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a registration statement and any attorney retained by any such managing underwriter or broker/dealer with an opportunity to review and comment on such registration statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SEC, subject to such documents being under the Company’s control, and the Company shall notify the Selling Holder Counsel and each seller of Registrable Securities pursuant to such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and provided, further, that in the case of a registration not filed pursuant to Rule 415 promulgated under the Securities Act, such 120-day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Class A Common Stock (or other securities) of the Company, from selling any securities included in such registration;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the Prospectus used in connection with

such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a Prospectus, including a preliminary Prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the selling Holders, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such selling Holder requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(d) or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering and, to the extent reasonably requested by such underwriter(s), take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such underwritten public offering, including, but not limited to, sending appropriate officers of the Company to attend any “road shows” scheduled in connection with such underwritten public offering, with all reasonable out-of-pocket expenses incurred by such officers in connection with such attendance to be paid by the Company, and (ii) if requested by underwriter(s) of such public offering, use reasonable best efforts to cause its directors and executive officers to agree to enter into customary lock-up agreements with such underwriter(s) in connection therewith, provided, that the lock-up period shall not exceed 90 days following the date of the final prospectus or prospectus supplement relating to such offering and shall not be greater than the period agreed to by Holders in accordance with Section 2.12 , and, provided, further , that such lock-up agreements shall contain customary exclusions, including, but not limited to, exclusions for sales (other than in the open market) of the Company’s securities to cover taxes on vesting of equity awards, estate planning transactions and sales under existing Rule 10b5-1 trading plans;

(f) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) if such sale is pursuant to an underwritten offering, use its reasonable best efforts to obtain a comfort letter dated the effective date of the registration statement (or, in the case of a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act, on the pricing date of each offering under such shelf registration statement) and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter reasonably requests;

(j) use its reasonable best efforts to furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters or, if there are no underwriters, any selling Holder covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters may reasonably request and are customarily included in such opinions;

(k) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the registration statement, an earnings statement covering a period of twelve months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;

(l) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Counsel;

(m) cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or

authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;

(n) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;

(o) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC;

(p) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any registration statement or Prospectus used under this Agreement (and any offering covered thereby);

(q) promptly notify the Holders, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to the Holders and file with the SEC any such supplement or amendment;

(r) notify each selling Holder, promptly after the Company receives notice thereof, of the time when the registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed; and

(s) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or Prospectus.

2.5 Suspension by the Company .

(a) Notwithstanding the provisions of this Section 2 , the Company shall, subsequent to notifying each Holder, be entitled to suspend, for a reasonable period of time, the effectiveness or use of, or trading under, any registration statement in accordance with Section 2.1(c) if the Company shall determine that any sale of any securities pursuant to such registration statement would in the good faith judgment of the Board of Directors of the Company:

(i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company;

(ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or

(iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act;

in each case, for a period of not more than 60 days; provided, however, that the Company may not invoke this right more than twice in any 12-month period for a period of more than 90 days in aggregate; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such period other than an Excluded Registration; and provided, further, that, in the case of clause (ii) above, (x) the Company shall instruct all executive officers and directors of the Company to suspend sales of the Company’s securities other than pursuant to existing Rule 10b5-1 trading plans and (y) the Company may not suspend the use of, or trading under, any registration statement past the date upon which the applicable information is disclosed to the public or ceases to be material.

(b) In the event of the suspension of effectiveness of any registration statement pursuant to this Section, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days of the suspension.

(c) The Company shall promptly notify the Holders when the Company ends the period of suspension, and shall promptly amend or supplement any registration statement or prospectus to the extent necessary so that it does not contain any untrue statement or omission and otherwise complies with the requirements of the Securities Act or Exchange Act, and shall furnish to the Holders such number of copies of such amendment or supplement as the Holders may reasonably request.

2.6 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities, including, but not limited to, the information required by Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto.

2.7 Expenses of Registration . All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2 , including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of the Selling Holder Counsel and the reasonable fees and disbursements of any local jurisdiction counsel whose opinion is requested by the underwriters in connection with any underwritten offering, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration

proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holders (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless such Initiating Holders agree to deem the withdrawn registration to have been effected as of the date of such withdrawal for purposes of determining such Initiating Holders’ demand rights pursuant to Section 2.1(a) or Section 2.1(b) , as the case may be; provided, further, that if, at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Initiating Holders at the time of their request and have withdrawn the request after learning of such information, then the selling Holders shall not be required to pay any of such expenses and the withdrawn registration shall not be deemed to have been effected for purposes of determining the Initiating Holders’ demand rights pursuant to Section 2.1(a) or Section 2.1(b) . All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.8 Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 .

2.9 Indemnification; Contribution . If any Registrable Securities are included in a registration statement under this Section 2 :

(a) To the extent permitted by law, the Company will, and it hereby does, indemnify and hold harmless each selling Holder, and the partners, members, officers, agents, Affiliates, employees, trustees, stockholders and directors of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon statements or omissions made in reliance upon and in conformity with written information regarding the Holder or its plan of distribution furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in the Disclosure Package, the Prospectus, any Free Writing Prospectus, or any registration statement of the Company, including any preliminary Prospectus or Final Prospectus contained therein or any amendments or supplements thereto.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon statements or omissions made in reliance upon and in conformity with written information regarding the Holder or its plan of distribution furnished by or on behalf of such selling Holder expressly for use in the Disclosure Package, the Prospectus, any Free Writing Prospectus, or any registration statement of the Company, including any preliminary Prospectus or Final Prospectus contained therein or any amendments or supplements thereto; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this Section 2.9(b) and Section 2.9(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder).

(c) Promptly after receipt by an indemnified party under this Section 2.9 of written notice of the commencement of any action, threat or proceeding (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is made or intended to be made against any indemnifying party under this Section 2.9 , give the indemnifying party written notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties. Each indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable and documented out-of-pocket fees and expenses of such counsel shall be paid by the indemnified party unless (i) the indemnifying party agrees to pay the same, (ii) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party within a reasonable period of time or (iii) the named parties to any such action (including any impleaded parties) include both the indemnifying party and the indemnified party and such parties have been advised by such counsel that either (x) representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct, as determined in the reasonable judgment of any party or (y) there may be one or more legal defenses available to the indemnified party which are different from or in addition to those available to the indemnifying party, it being understood, however that the indemnifying party shall not be liable for fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for each group

of similar indemnified parties (e.g., the Holders, as contrasted with executive officers and directors of the Company). In any of such cases, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and all such fees and expenses shall be reimbursed as incurred. In the event that the indemnified parties retain separate counsel, such counsel shall, to the extent reasonable, cooperate with the indemnifying party’s counsel in order to control overall costs. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.9 , except to the extent that such failure results in the loss of substantive legal rights. No indemnifying party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of each indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party and indemnity has been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.9 provides for indemnification in such case, (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.9 , or (iii) the indemnification provided for in this Section 2.9 from the indemnifying party is otherwise unavailable to an indemnified party hereunder, or insufficient to hold harmless an indemnified party in respect of any Damages (including any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result) referred to herein, then, and in each such case, such parties will severally and not jointly contribute to the aggregate losses, claims, Damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, Damages, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether any action in question, including the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, has been made by, or relates to information supplied by, the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration

statement (net of Selling Expenses), and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided, further, that in no event shall a Holder’s liability pursuant to this Section 2.9(d) , when combined with the amounts paid or payable by such Holder pursuant to Section 2.9(b) , exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder).

(e) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2 , and otherwise shall survive the termination of this Agreement; provided , however , that no underwriting agreement entered into in connection with any underwritten public offering that provides terms less favorable to the Holders than those provided in this Section 2.9 shall supersede this Agreement.

2.10 Reports Under Exchange Act . With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.11 Limitations on Subsequent Registration Rights . From and after the Effective Date, the Company shall not, without the prior written consent of (a) the Lead B Investor and (b) the Holders of at least 50% of the Registrable Securities (on an as-converted basis), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder

or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to demand registration of any securities held by such holder or prospective holder.

2.12 Lock-Up Agreement s. In connection with each registration or sale of Registrable Securities pursuant to Section 2.1 or Section 2.2 conducted as an underwritten public offering, each Holder agrees, if requested, to become bound by and to execute and deliver a customary lock-up agreement with the underwriter(s) of such public offering restricting such Holder’s right to (a) transfer, directly or indirectly, any Registrable Securities or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities; provided , however , that no Holder shall be required to enter into a lock-up agreement covering a period of greater than 90 days after the date of the final prospectus or prospectus supplement relating to such underwritten public offering; provided , further , that in no event shall such lock-up period be greater than the period agreed to by the Company’s directors or executive officers and the Initiating Holders. Notwithstanding the foregoing, such lock-up agreement shall not apply to distributions-in-kind to a Holder’s partners, members or stockholders and shall include such other customary exceptions to which the underwriters of such underwritten public offering may agree.

2.13 Restrictions on Transfer .

(a) Each certificate, instrument or book entry representing (i) the Registrable Securities, and (ii) any other securities issued in respect of the securities referenced in clause (i) upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.13(b) ) be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR STATE SECURITIES LAWS, AS APPLICABLE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.13 .

(b) Each holder of Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2 . Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided, that each transferee agrees in writing to be subject to the terms of this Section 2.13 . Each certificate, instrument or book entry representing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.13(a) , except that such certificate, instrument or book entry shall not be noted with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act, and the Company shall remove the legend in connection with any transaction in compliance with Rule 144 under the Securities Act.

2.14 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate when all of such Holder’s Registrable Securities could be sold immediately without limitation as to volume, manner of sale or other restriction under SEC Rule 144.

3. Miscellaneous .

3.1 Successors and Assigns . The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 5% of the Registrable Securities (on an as-converted basis); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such Additional Investor and the Registrable Securities with respect to which such rights are

being transferred; and (y) such Additional Investor provides an executed Joinder to the Company. For the purposes of determining the number of shares of Registrable Securities held by an Additional Investor, the holdings of an Additional Investor (1) that is an Affiliate of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided, further, that all Additional Investors who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Governing Law . All questions concerning the construction, interpretation and validity of this Agreement, and all disputes arising hereunder or relating to the transactions contemplated hereby, whether based on contract, tort, or other theory, shall be governed by and construed and enforced in accordance with the domestic laws of the State of Georgia, including all matters of construction, enforcement, validity and performance. In furtherance of the foregoing, the internal law of the State of Georgia will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply. Any party hereto may make service on the other parties by sending or delivering a copy of the process to the party or parties to be served at the address and in the manner provided for the giving of notices in Section 3.5 .

3.3 Counterparts; Facsimile . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

3.4 Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: upon the earlier of (a) actual receipt or personal delivery to the party to be notified, (b) when sent by facsimile, if sent during normal business hours of the recipient, and if not so sent, then on the next business day, (c) five days after having been sent by registered or certified

mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the Company at its address set forth on its signature page hereto and to the Investors at their respective addresses as set forth on Schedule A , or to such facsimile number or address as subsequently modified by written notice given in accordance with this Section 3.5 . If notice is given to the Company, a copy shall also be sent to Troutman Sanders LLP, 600 Peachtree Street NE, Suite 3000, Atlanta, Georgia 30308, Attention: W. Brinkley Dickerson Jr., Facsimile: (404) 962-6743.

3.6 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of (i) the Company and (ii) the Lead B Investor for so long as the Lead B Investor holds at least 25% of all Registrable Securities owned by the Lead B Investor as of the Effective Date (on an as-converted basis), and, thereafter, or in the case of any amendment that disproportionately adversely affects the other Holders relative to the Lead B Investor, (iii) the holders of a majority of the Registrable Securities then held by all holders (other than the Lead B Investor); provided, that the Company may in its sole discretion waive compliance with Section 2.13(b) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.13(b) shall be deemed to be a waiver); and provided, further, that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt notice of any amendment (including of any Schedule or Exhibit) or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7 Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

3.8 Aggregation of Stock . All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

3.9 Entire Agreement; Termination of Investors Rights Agreement . This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter

hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. This Agreement hereby terminates and supersedes the Investors Rights Agreement in its entirety.

3.10 Jurisdiction; Waiver of Jury Trial . EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY AND ALL ACTIONS OR PROCEEDINGS IN RESPECT OF ANY CLAIM ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THIS AGREEMENT, THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE SUPERIOR Court OF DEKALB COUNTY, Georgia (or, only if the superior Court of dekalb county, Georgia declines to accept jurisdiction over a particular matter, any federal court of the United States of America located in the State of Georgia) (THE “ CHOSEN COURT ”) AND (A) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT, (B) WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURT, (C) WAIVES ANY OBJECTION THAT THE CHOSEN COURT IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY HERETO AND (D) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 3.5 OF THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

3.11 Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.12 Acknowledgment . The Company acknowledges that the Investors and their Affiliates are in the business of venture and growth capital investing, and that MIS, Fifth Third and their Affiliates are in the business of operating and investing in various financial services related concerns, and therefore such Persons review the business plans and related proprietary information of many enterprises, including enterprises which

may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict such Persons from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

3.13 Prevailing Party . In the event of any litigation arising from any claim, controversy, dispute or cause of action based upon, arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including court costs, attorneys fees, and all other related expenses incurred in such claim, controversy, dispute or cause of action.

3.14 MNPI .

(a) Each Holder acknowledges that the provisions of this Agreement that require communications by the Company or other Holders to such Holder may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by way of illustration, the fact that an offering of the Company’s securities is pending or the number of Company securities or the identity of the selling Holders) (any such MNPI resulting from communications required under this Agreement, the “ Covered MNPI ”).

(b) Each Holder agrees that it will maintain the confidentiality of the Covered MNPI and, to the extent such Holder is not a natural Person, such confidential treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to such Holder (“ Policies ”); provided , that a Holder may deliver or disclose Covered MNPI to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors (collectively, the “ Representatives ”), but solely to the extent such disclosure reasonably relates to such Holder’s evaluation of exercise of its rights under this Agreement and the sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation to which such Holder is a party; provided, further , that in the case of clause (i), the recipients of such Covered MNPI are subject to the Policies or agree to hold confidential the Covered MNPI in a manner substantially consistent with the terms of this Section 3.14 and that in the case of clauses (ii) through (v), such disclosure is required by law and such Holder shall promptly notify the Company of such disclosure to the extent such Holder is legally permitted to give such notice.

(c) Each Holder, by its execution of a counterpart to this agreement or of a Joinder, hereby acknowledges that it is aware that the U.S. securities laws prohibit any Person who has MNPI about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedge transactions involving such securities), or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

(d) Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect not to receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices or any other Covered MNPI hereunder (an “ Opt-Out Request ”); in which case and notwithstanding anything to the contrary in this Agreement, the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring Covered MNPI. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely; provided, that a Holder who previously has given the Company an Opt-Out Request may revoke such request at any time by providing written notice of such revocation to the Company, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests.

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GREENSKY HOLDINGS, LLC

By:
	David Zalik
	Chief Executive Officer

Address:		5565 Glenridge Connector, Suite 700
		Atlanta, Georgia 30342
		Attention: Chief Executive Officer
		Telephone: (###) ###-####
		Telecopy: (###) ###-####
		Electronic Mail: ###########@########.com

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

	INVESTORS

	TPG GEORGIA HOLDINGS, L.P.

	By:	TPG Growth II Advisors, Inc., its general partner

	By:
		Name:
		Title:

	ITHAN CREEK INVESTORS USB, LLC

	By:	Wellington Management Company, LLP, as investment adviser

	By:
		Name:
		Title:

	DST-GSKY INVESTMENT INC.

	By:
		Name:
		Title:

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	ICONIQ STRATEGIC PARTNERS, LP

	By:	ICONIQ Strategic Partners GP, L.P., its General Partner

	By:	ICONIQ Strategic Partners TT GP, Ltd., its General Partner

	By:
		Name:
		Title:

	ICONIQ STRATEGIC PARTNERS CO-INVEST, LP, G SERIES , a Delaware series limited partnership

	By:	ICONIQ Strategic Partners GP, L.P., its General Partner

	By:	ICONIQ Strategic Partners TT GP, Ltd., its General Partner

	By:
		Name:
		Title:

	ICONIQ-G B FUND BLOCKER, INC.

	By:
		Name:
		Title:

	ICONIQ G-B SERIES COINVEST FUND BLOCKER, INC.

	By:
		Name:
		Title:

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	MIS INVESTMENT HOLDINGS, LLC

	By:
		Name:
		Title:

	FIFTH THIRD CAPITAL HOLDINGS, LLC

	By:
		Name:
		Title:

	FINANCIAL TECHNOLOGY INVESTORS, LLC

	By:
		Name:
		Title:

	FOUNDERS TECHNOLOGY INVESTORS, LLC

	By:
		Name:
		Title:

	GS INVESTMENT HOLDINGS, LLC

	By:
		Name:
		Title:

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

EXHIBIT A

Joinder to Registration Rights Agreement

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of ____________, 2018 (as may be amended, the “ Registration Rights Agreement ”), by and among GreenSky, Inc., a Delaware corporation (the “ Company ”), GreenSky Holdings, LLC, a Georgia limited liability company, and each person identified on Schedule A thereto as of the date thereof.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Class A Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein. The Company is directed to add the undersigned’s name and address to Schedule A attached to the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ____ day of _________________, 20__.

	Name of Stockholder:



	Address of Stockholder:

	By:
		Name:
		Title:

Agreed and Accepted as of

GreenSky, Inc.

By:
	Name:
	Title:

Exhibit 4.3

Neither this Warrant nor the Class A Units issuable upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, and neither this Warrant nor the Class A Units issuable upon exercise of this Warrant may be transferred except as provided in Section 3 of this Warrant.

WARRANT
to Purchase Class A Units of
GreenSky Trade Credit, LLC
Expiring December 31, 2023

This Warrant certifies that QED Investors, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), is entitled to subscribe for and purchase from GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), up to 130,464.02 duly authorized Class A Units of the Company, subject to the vesting schedule in Section 7 hereof, at a purchase price equal to the per Class A Unit (the “Exercise Price”) as will be set based on the 409A valuation as of December 31, 2013, which is to be completed in January 2014 (final copy of valuation will be attached to this agreement). The Exercise Price may be adjusted as provided in Section 7.

Capitalized terms used but not defined herein have the meanings assigned thereto in the Third Amended and Restated Operating Agreement of the Company, dated as of December 31, 2013 (as may be amended from time to time, the “Operating Agreement”).

This Warrant is subject to the following provisions, terms and conditions:

Section 1. Exercise of Warrant.

To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at its principal office in Atlanta, Georgia, (a) a written notice, in substantially the form of the Subscription Notice appearing at the end of this Warrant (the “Subscription Notice”), of the Holder’s election to exercise this Warrant, which notice shall specify the number of Class A Units to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of Class A Units being purchased and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 15 days thereafter, amend Exhibit C to the Operating Agreement to reflect the issuance of the Class A Units to the Holder and, if the Class A Units of the Company are then represented by unit certificates, execute and deliver or cause to be executed and delivered, in accordance with such Subscription Notice, a certificate or certificates representing the aggregate number of Class A Units specified in such Subscription Notice. Such Class A Units shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Class A Units, as of the date such Subscription Notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining Class A Units called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the

amendment of Exhibit C to the Operating Agreement and the preparation, issue and delivery of such unit certificates (if any) and new Warrants (if any), except that, in case such unit certificates (if any) or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes that are payable upon the issuance of any such unit certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the Subscription Notice.

All Class A Units issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable.

Notwithstanding any provisions herein to the contrary, if the fair market value of one Class A Unit is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising as provided above, the Holder may by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Notice elect to receive the number of Class A Units computed using the following formula (the “Net Exercise Formula”):

X = Y (A-B)

Where

X =

the number of Class A Units to be issued to the Holder

Y =

the number of Class A Units purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation)

A =

the fair market value of one Class A Unit (at the date of such calculation)

B =

Exercise Price (as adjusted to the date of such calculation)

For purposes of the above calculation, the fair market value of one Class A Unit shall be determined by the Managers in good faith.

To the extent this Warrant is not previously exercised as to all Class A Units subject to this Warrant, and if the fair market value of one Class A Unit is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to the Net Exercise Formula above (even if not surrendered) immediately before its termination or expiration. For purposes of such automatic exercise, the fair market value of one Class A Unit upon such termination or expiration shall be determined by the Managers in good faith. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this paragraph, the Company agrees to promptly notify the Holder of the number of Class A Units, if any, the Holder is to receive by reason of such automatic exercise.

Section 2. Transfer, Division and Combination.

The Company agrees to maintain at its principal office in Atlanta, Georgia, books for the registration and transfer of this Warrant, and, subject to the provisions hereof, including Section 3, this Warrant and all rights hereunder are transferable, in whole and not in part, on such books

at such office, upon surrender of this Warrant at such office, together with a written assignment of this Warrant, in substantially the form of the Assignment appearing at the end of this Warrant (the “Assignment”), duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such Assignment, and this Warrant shall promptly be canceled. If and when this Warrant is assigned in blank, the Company may (but shall not be obliged to) treat the bearer hereof as the absolute owner of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. A Warrant may be exercised by a new holder for the purchase of Class A Units without having a new Warrant issued.

This Warrant may be divided or combined with other Warrants upon presentation hereof at such principal office in Atlanta, Georgia, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or his agent or attorney. Subject to compliance with the preceding paragraph as to any transfer that may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

Section 3. Restrictions on Transfer of Warrants and Transfer of Class A Units.

(a) Restrictions on Exercise. This Warrant shall be exercisable only (i) under circumstances such that the issue of Class A Units issuable upon such exercise is exempt from the requirements of registration under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “1933 Act”) and any applicable state securities law or (ii) upon registration of such Class A Units in compliance therewith.

(b) Restriction on Transfer of Warrant. The Holder shall not assign or transfer this Warrant, other than by will or the laws of descent and distribution or, subject to the consent of the Company (which shall not be unreasonably withheld), to Holder’s affiliates. No right or interest of the Holder or any successor on the Holder’s death in this Warrant shall be subject to any lien or any obligation or liability of the Holder or any successor on the Holder’s death.

(c) Joinder to Operating Agreement. By accepting this Warrant, the Holder agrees, that upon exercise of this Warrant and prior to receiving any Class A Units in connection therewith, the Holder shall become a party to (to the extent it is not already a party), and be bound by (to the extent it is not already bound by), the Operating Agreement.

(d) Restriction on Transfer of Class A Units. The transfer of any Class A Units shall be subject to the terms, conditions and restrictions set forth in the Operating Agreement.

Section 4. Limitation of Liability; Not a Member.

No provision of this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive distributions or to receive notice as a member in respect of meetings of members for the election of managers of the Company or any other matter whatsoever as a member of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase Class A Units, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of Holder for any debts of the Company or as a member of the Company, whether such liability is asserted by the Company, creditors of the Company or others.

Section 5. Loss, Destruction, etc. of Warrant.

Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of any Warrant, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company, or in the event of such mutilation upon surrender and cancellation of the Warrant, the Company will make and deliver a new Warrant, of like tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued under the provisions of this Section 5 in lieu of any Warrant alleged to be lost, destroyed or stolen, or of any mutilated Warrant, shall constitute an original contractual obligation on the part of the Company.

Section 6. Exercise and Expiration of Warrant.

This Warrant shall become exercisable in accordance with the vesting schedule below. The expiration time and date of the Warrant shall be 5:00 p.m. (Atlanta, Georgia time), December 31, 2023.

Subject to the earlier expiration or termination of this Warrant in accordance with its terms, the Class A Units granted under this Warrant will become vested as follows:

(a) This Warrant will become vested with respect to twenty percent (20%) of the underlying Class A Units on the first (1st) anniversary of the date hereof, provided the Holder remains a manager of the Company from the date hereof through such first (1st) anniversary.

(b) This Warrant will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the second (2nd) anniversary of the date hereof, provided the Holder remains a manager of the Company from the date hereof through such second (2nd) anniversary.

(c) This Warrant will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the third (3rd) anniversary of the date hereof, provided the Holder remains a manager of the Company from the date hereof through such third (3rd) anniversary.

(d) This Warrant will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the fourth (4th) anniversary of the date

hereof, provided the Holder remains a manager of the Company from the date hereof through such fourth (4th) anniversary.

(e) This Warrant will become vested with respect to the final twenty percent (20%) of the underlying Class A Units on the fifth (5th) anniversary of the date hereof, provided the Holder remains a manager of the Company from the date hereof through such fifth (5th) anniversary.

(f) Notwithstanding the foregoing, this Warrant will become vested with respect to one hundred percent (100%) of the underlying Class A Units on a Sale of the Business (as defined in the Operating Agreement), to the extent not previously vested, provided (i) the Holder remains a manager in the continuous service of the Company from the date hereof until the Sale of the Business or the termination of this Warrant in connection with the Sale of the Business, or (ii) the Holder is removed from its position as a manager of the Company without reasonable cause and within six (6) months thereafter there is a Sale of the Business.

Section 7. Adjustment of Exercise Price.

(a) Adjustment for Splits and Combinations. If the Company shall at any time or from time to time after the date hereof effect a subdivision of the outstanding Class A Units (by split or otherwise), the Exercise Price in effect immediately before that subdivision shall be proportionately decreased so that the number of Class A Units issuable upon exercise of this Warrant shall be increased in proportion to such increase in the aggregate number of Class A Units outstanding. If the Company shall at any time or from time to time after the date hereof combine the outstanding Class A Units, the Exercise Price in effect immediately before the combination shall be proportionately increased so that the number of Class A Units issuable on exercise of this Warrant shall be decreased in proportion to such decrease in the aggregate number of Class A Units outstanding. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Adjustment for Reclassification, Exchange and Substitution. If the Class A Units issuable upon exercise of this Warrant shall be changed into the same or a different number of Units or any other class or classes of Units or other securities or consideration, whether by capital reorganization, recapitalization, reclassification, merger, conversion or sale of all or substantially all of the assets of the Company or otherwise (other than a subdivision or combination provided for in Section 7(a), then and in each such event the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash or other property receivable pursuant to such transaction by holders of the number of Class A Units that would have been subject to receipt by the Holder upon exercise of this Warrant immediately prior to such transaction, all subject to further adjustment as provided in this Section 7.

(c) Certificate as to Adjustments. Upon the occurrence of any adjustment or readjustment of the Exercise Price pursuant to this Section 7, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days

thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which this Warrant is exercisable) and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Holder (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to the Holder a certificate setting forth (A) the Exercise Price then in effect, and (B) the number of Class A Units and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.

Section 8. Section 409A. It is intended that this Warrant be exempt from, or comply with, the requirements applicable to nonqualified deferred compensation subject to Section 409A of the Code. For purposes of this Warrant, any action taken with respect to the Warrant shall be undertaken in a manner that will not negatively affect the status of the Warrant as exempt from, or in compliance with, treatment as deferred compensation subject to Section 409A of the Code, unless such action otherwise complies with Section 409A of the Code to the extent necessary to avoid noncompliance. Notwithstanding the foregoing, neither the Company, the Managers nor any of their representatives or agents shall be liable to the Holder in the event the Warrant fails to comply with, or otherwise be exempt from, Section 409A of the Code.

Section 9. Governing Law.

All questions concerning the construction, interpretation and validity of this Warrant, and all disputes arising hereunder or relating to the transactions contemplated hereby, shall be governed by and construed and enforced in accordance with the domestic laws of the State of Georgia, including all matters of construction, enforcement, validity and performance. In furtherance of the foregoing, the internal law of the State of Georgia will control the interpretation and construction of this Warrant, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

Section 10. Notice of Sale of the Business.

Prior to any Sale of the Business, the Company shall provide notice of such proposed Sale of the Business to Holder at least ten (10) days prior to such proposed Sale of the Business, and include in such notice the details of such proposed Sale of the Business.

Section 11. Cumulative Remedies.

The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

Section 12. Equitable Relief.

Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the

other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

Section 13. Notices .

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder at 311 Cameron Street, Alexandria, Virginia 22314, or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto.

Section 14. Amendment and Modification.

Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 15. Miscellaneous.

Unless the Managers conclude in good faith that applicable law requires otherwise: (a) in the event the parties determine that the exercise of this Warrant results in taxable income with respect to the holder of this Warrant, such income shall be reported as taxable income of QED Fund II, L.P., and (b) the Company will not report any such taxable income to any individual partner or principal of QED Fund II, L.P., or its affiliates.

Section 16. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorized officer.

Dated: January 1, 2014

	GREENSKY TRADE CREDIT, LLC

	By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Manager

SUBSCRIPTION NOTICE

The undersigned, the Holder, hereby elects to exercise purchase rights represented by the Warrant, dated ____________________ , 2013 (the “Warrant”), issued by GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), for, and to purchase thereunder, __________________________ Class A Units covered by such Warrant and herewith makes payment in full therefor of $_________________________ cash and requests that Exhibit C of the Operating Agreement of the Company be amended to reflect the issuance of such Class A Units to the Holder and, if applicable, certificates for such Class A Units (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ____________________________________________ whose address is ____________________________________________

The undersigned agrees that, in the absence of an effective registration statement with respect to Class A Units issued upon this exercise, the undersigned is acquiring such Class A Units for investment and not with a view to distribution thereof and that the certificate or certificates, if any, representing such Class A Units may bear any such legend as the Managers of the Company deem appropriate.

The undersigned further agrees that by exercising the Warrant and delivering this Subscription Notice, the undersigned agrees that it shall be a party to, and shall be bound by, the Operating Agreement.

Capitalized terms used but not defined in this Subscription Notice have the meanings assigned thereto in to the Warrant.

Dated:

Signature guaranteed:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assignor (the “Assignor”) hereby sells, assigns and transfers unto ___________________________ (the “Assignee”) the Warrant, dated__________ , 2013, issued by GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), to purchase _____________________________ Class A Units of the Company (the “Warrant”) and appoints ______________________________________ attorney to record the transfer of the Warrant on the books of the Company, with full power of substitution in the premises.

The Assignee agrees that upon exercise of the Warrant, the Assignee shall become a party to, and shall be bound by, the Operating Agreement.

The Assignor and the Assignee represent and warrant that they have complied with the teens of Section 2 and Section 3 of the Warrant in connection with this assignment of the Warrant.

Capitalized terms used but not defined in this Subscription Notice have the meanings assigned thereto in to the Warrant.

	ASSIGNOR:


Dated:	Signature guaranteed:

	ASSIGNEE:


Dated:	Signature guaranteed:

CORRECTION

This Correction is dated as of April 30, 2014, by and among GreenSky Trade Credit, LLC, a Georgia limited liability company (the “ Company ”), QED Investors, LLC, a Delaware limited liability company (“ QED LLC ”), and QED Fund II, LP, a Delaware limited partnership (“ QED LP ”). All capitalized words and terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant (as hereinafter defined).

WITNESSETH:

WHEREAS, the Company issued to QED LLC that certain Warrant to Purchase Class A Units of the Company dated December 31, 2013 (the “Warrant”);

WHEREAS, the Company erroneously listed QED LLC as the initial Holder of the Warrant;

WHEREAS, the Company, QED LLC and QED LP desire to correct the Warrant to state that QED LP was the initial Holder of the Warrant at the date of issuance;

The parties, intending to be legally bound, agree as follows:

1. References to QED LLC . All references to QED LLC in the Warrant are hereby corrected to reference QED LP. The Company, QED LLC and QED LP agree that such correction shall be deemed effective as of the original date of issuance of the Warrant.

2. Effect and Limitation . In the event of any conflict or inconsistency between the terms of this correction and the Warrant, the terms of this correction shall control. Except as otherwise expressly set forth herein, all terms and conditions set forth in the Warrant shall remain in full force and effect pursuant to their terms. The Company, QED LLC and QED LP agree that this correction may be deemed an amendment or modification of the Warrant to the extent necessary pursuant to Section 14 of the Warrant.

3. Governing Law . The internal law of the State of Georgia will control the interpretation and construction of this correction, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this correction as of the date first written above.

	GREENSKY TRADE CREDIT, LLC

	By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Manager

	QED INVESTORS, LLC

	By:	/s/ Nigel Morris
	Name:	Nigel Morris
	Title:	Managing Partner

	QED FUND II, LP
	By: QED Partners II, LLC, its general partner

	By:	/s/ Nigel Morris
	Name:	Nigel Morris
	Title:	Managing Partner

AMENDMENT TO WARRANT

TO PURCHASE CLASS A UNITS

THIS AMENDMENT TO WARRANT TO PURCHASE CLASS A UNITS (this “Amendment”) is entered into as of December 4, 2017, by and among GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company (“GSLLC”), GreenSky Holdings, LLC, a Georgia limited liability company (“GreenSky Holdings”), and QED Fund II, LP (the “Holder”). Capitalized terms used herein but not defined shall have the same meanings ascribed to such terms in the Operating Agreement of GreenSky Holdings dated as of August 24, 2017, as amended, restated, supplemented or otherwise modified from time to time (the “ Operating Agreement ”).

R E C I T A L S

A. GSLLC previously granted to the Holder that certain Warrant to Purchase Class A Units of GreenSky Trade Credit, LLC Expiring December 31, 2023 (the “Warrant”), which entitled the Holder to subscribe for and purchase from GSLLC up to 10,000 Class A Units of the Company, at a purchase price equal to $.01 per Class A Unit, on the terms set forth therein .

B. As of August 24, 2017, GreenSky Holdings became the holder of one hundred percent (100%) of the outstanding equity interests in GSLLC, and GSLLC became wholly-owned by GreenSky Holdings (the “Reorganization”).

C. GSLLC, GreenSky Holdings and the Holder desire to amend the Warrant to reflect the Reorganization and the resulting equitable adjustment and conversion of the Warrant into a Warrant of GreenSky Holdings, so that, upon exercise, the Holder will acquire Class A Units in GreenSky Holdings instead of Class A Units in GSLLC on the same terms as the Warrant in GSLLC.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T S

1. Adjustment and Conversion into Warrant of GreenSky Holdings . The parties hereto agree that, effective as of August 24, 2017, and without any further action by GSLLC, GreenSky Holdings or the Holder, the Warrant was equitably adjusted and converted into a Warrant of GreenSky Holdings, so that, upon exercise, the Holder will acquire Class A Units in GreenSky Holdings instead of Class A Units in GSLLC on the same terms as the Warrant in GSLLC. In furtherance of the foregoing, all references in the Warrant to GSLLC, its membership interests, governing documents, managers, administrators, securities, valuations or other matters shall be deemed to be references to GreenSky Holdings or such comparable matters of GreenSky Holdings, as applicable, so as to implement the intent of this Agreement.

2. Miscellaneous . The terms of the Warrant shall remain in effect as set forth originally except for the changes set forth in this Amendment.

IN WITNESS WHEREOF, the parties are signing this Amendment as of the date set forth above.

	GSLLC:

	GREENSKY, LLC


	By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Chief Executive Officer


	GREENSKY HOLDINGS:

	GREENSKY HOLDINGS, LLC


	By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Chief Executive Officer


	HOLDER:

	QED FUND II, LP


	By:	/s/ Nigel Morris
	Name:	Nigel Morris
	Title:	Chief Executive Officer
	Address: ### ####### ##
	##########, ## #####

Exhibit 4.4

GREENSKY HOLDINGS, LLC
EQUITY INCENTIVE PLAN

INCENTIVE UNITS GRANT AGREEMENT

THIS INCENTIVE UNITS GRANT AGREEMENT (this “ Agreement ”) is made as of December 20, 2017 (the “ Grant Date ”), by and among GREENSKY HOLDINGS, LLC, a Georgia limited liability company (the “ Company ”), and QED Fund II, LP (the “Participant”).

R E C I T A L S

A. The Company is governed by the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as may be amended, restated, supplemented or otherwise modified from time to time (the “ Operating Agreement ”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan (defined below) or, if not in the Plan, in the Operating Agreement. Certain defined terms are set forth in Appendix I hereto. This Agreement is subject to the terms, conditions and restrictions set forth in the Plan.

B. The Company established the GreenSky Holdings, LLC Equity Incentive Plan, effective as of August 24, 2017, as may be amended, restated, supplemented or modified from time to time (the “ Plan ”).

C. The Participant is or will become a party to the Operating Agreement.

D. In consideration for the provision of services to or for the benefit of the Company, including through the provision of services to its Affiliates, by the Participant (the “ Service Provider ”), the Company shall grant to the Participant Incentive Units that will constitute Profits Interests in the Company.

E. The parties to this Agreement desire to impose certain vesting terms and conditions with respect to, and obligations to sell, the Incentive Units granted to the Participant.

A G R E E M E N T S

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

GRANT OF INCENTIVE UNITS

1.1 Grant . Subject to the terms, conditions and restrictions contained in the Company Governing Documents, the Company hereby grants to the Participant 130,464.02 Incentive Units, which shall constitute Profits Interests in the Company. Such Incentive Units (the “ Unvested Incentive Units ”) granted to the Participant and the applicable vesting terms are set forth on the Award Schedule attached hereto as Exhibit A (the “ Award Schedule ”).

1.2 Risks . The Participant is aware of and understands the following:

(a) the Participant must bear the economic risk of the Incentive Units for an indefinite period of time because, among other things, (A) the Incentive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (B) the Incentive Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (C) there are substantial restrictions on the transferability of the Incentive Units under this Agreement, the Plan, the Operating Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the Company;

(b) there is no established market for the Incentive Units and no market (public or otherwise) for the Incentive Units will develop in the foreseeable future; and

(c) except as provided in the Plan or the Operating Agreement, the Participant has no rights to require that the Incentive Units be registered under the Securities Act or the securities laws of any states and the Participant will not be able to avail himself or herself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

1.3 Information .

(a) This Agreement, together with the Plan and the Operating Agreement, are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and the issuance of Incentive Units pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701; provided , that the foregoing shall not restrict or limit the Company’s ability to issue any Incentive Units pursuant to any other exemption from registration under the Securities Act available to the Company and to designate any such issuance as not being subject to Rule 701.

(b) Further to Section 1.2 , the Participant (i) agrees to furnish to the Company, all information that the Company has requested in this Agreement, or may hereafter reasonably request, (ii) represents and warrants that the Participant, alone or together with its representatives, possesses such expertise, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Participant is capable of evaluating the merits and economic risks of acquiring and holding the Incentive Units, (iii) agrees to notify the Administrator of any change in any such information occurring at any time prior to the dissolution or the termination of the Company, (iv) represents and warrants that this Agreement, the Plan and the Operating Agreement constitute the legal, valid and binding obligation of the Participant, enforceable in accordance with their respective terms, and the execution, delivery and performance of this Agreement, the Plan and the Operating Agreement by the Participant, the performance of the Participant’s obligations under this Agreement, the Plan and the Operating Agreement and the performance and consummation by the Participant of the transactions contemplated hereby and thereby, will not result in the breach of any of the terms or conditions of, or constitute a default under any agreement or arrangement the Participant has entered into with any party or any judgment, order or decree to which the Participant is subject, (v) represents and warrants that the Incentive Units to be acquired by the Participant pursuant to this Agreement will be acquired for the Participant’s

individual account, (vi) represents and warrants that the Participant has had an opportunity to ask questions and receive answers concerning the terms of the Incentive Units, (vii) represents and warrants that the Participant has had an opportunity to consult with independent legal counsel regarding its rights and obligations under this Agreement, and fully understands the terms and conditions contained herein, and the Participant has obtained advice from persons other than the Company and its counsel regarding the tax effects of the transactions contemplated hereby, and (viii) represents and warrants that the Participant understands that it is responsible for the tax consequences relating to the receipt and ownership of the Incentive Units.

1.4 Joinder to Operating Agreement . The grant of Incentive Units described in this Agreement shall occur on the Grant Date subject to the execution and delivery by the Participant to the Company of a counterpart signature page to the Operating Agreement in the form attached hereto as Exhibit B on or prior to the Grant Date (unless the Participant is already a party to the Operating Agreement).

1.5 Protective Section 83(b) Election . As a further condition to the grant of Unvested Incentive Units under this Agreement, no later than thirty (30) days following the Grant Date, the Participant shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code substantially in the form attached hereto as Exhibit C , with respect to such Unvested Incentive Units, in accordance with Section 4(e) of the Plan, and the Participant shall provide the Company with a copy of such executed and filed election promptly thereafter, along with a copy of proof of mailing; provided , however , that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the Unvested Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Unvested Incentive Units.

1.6 Amendment of Warrant . This grant of Incentive Units is contingent on the Participant’s agreement to and execution of the Amendment to Warrant to Purchase Class A Units (the “ Warrant Amendment ”), a copy of which is attached hereto, with respect to certain warrants to purchase Class A Units granted by the Company to the Participant as described in such Warrant Amendment. If the Participant fails to enter into such Warrant Amendment contemporaneously with the execution of this Agreement, the Participant will forfeit the Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Incentive Units. In addition, Participant agrees that, in the event any Incentive Units are redeemed or otherwise disposed of, contemporaneously therewith Participant must exercise the Warrant for a proportionate amount of Class A Units (based upon the number of Warrants and Incentive Units) and include such Class A Units in such redemption or disposition.

1.7 General Release .

(a) For and in consideration of the grant of the Incentive Units hereunder, the Participant hereby releases, acquits, and forever discharges the Company and its Affiliates, parents, subsidiaries, partners, joint venturers, owners, and members, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns thereof (each a “Released Party”), from any and all claims, charges, complaints, demands, liabilities, obligations,

promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, which the Participant now has, had, or may hereafter claim to have had against the Company or any other Released Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date the Participant executes the applicable Grant Agreement.

(b) The claims knowingly and voluntarily released herein include, but are not limited to, all (i) claims relating in any way to the Participant’s employment with the Company or any Affiliate, whether such claims are now known or are later discovered, including claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, and the Employee Retirement Income Security Act of 1974, as amended, (ii) claims for breach of contract or infliction of emotional distress, (iii) claims under any other federal or state law pertaining to employment or employment benefits, (iv) claims relating to any rights to acquire Class A Units or Incentive Units or other Membership Interests in the Company or options to acquire same, and (v) any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this Agreement shall be interpreted to release any claims which the Participant may have for workers compensation benefits. The Participant acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim based on any such act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date the Participant executes this Agreement.

(c) The Participant acknowledges that the Participant has read and understands this Agreement, that the Participant has been provided a period of twenty-one (21) calendar days to consider its terms, and that the Participant has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Agreement will not become effective and enforceable until seven (7) days after the Participant executes it. The Participant further understands that the Participant may revoke this Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to Steve Fox, General Counsel. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, the Participant understands and agrees that, if the Participant fails to sign this Agreement on or before the expiration of twenty-one (21) days after the day the Participant received it, or if the Participant revokes the Agreement before the expiration of the revocation period, this Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and the Participant will not be entitled to receive any payments or benefits under this Agreement not otherwise payable absent this Agreement.

ARTICLE II

PROFITS INTERESTS; VESTING

2.1 Nature as Profits Interests .

(a) The Company and the Participant intend that all Incentive Units granted under this Agreement qualify upon issuance as “profits interests” in the Company within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, or any successor Internal Revenue Service or Treasury Department regulation or other pronouncement applicable at the date of grant. Distributions to Members holding Incentive Units pursuant to Article VI of the Operating Agreement will be limited to the extent necessary so that each Incentive Unit granted under this Agreement qualifies as a “profits interest” under Rev. Proc. 93-27 and the provisions of the Company Governing Documents shall be interpreted and applied accordingly. In the event that Distributions to a Member holding Incentive Units qualifying as Profits Interests pursuant to Article VI of the Operating Agreement are limited as a result of the first sentence of this Section 2.1(a) or because the Incentive Units are not then Vested Incentive Units, the Administrator is authorized to adjust future Distributions to the Members in whatever manner it deems appropriate so that, after such adjustments are made, each Member receives, to the maximum extent possible, an amount of Distributions equal to the amount of Distributions such Member would have received were such sentence not part of this Agreement, subject to treatment of such Incentive Units as Profits Interests. The Incentive Units are being issued by the Company for the provision of services to or for the benefit of the Company and for no other consideration.

(b) The initial Capital Account of the Participant under the Operating Agreement with respect to the Incentive Units granted to the Participant under this Agreement shall be $0. The Incentive Units shall in all other respects have the attributes set forth in the Operating Agreement for Profits Interests.

(c) For so long as Revenue Procedure 2001-43, 2001-2 C.B. 191 and Revenue Procedure 93-27 are effective, the Company and the Participant hereby agree to comply with the provisions of Revenue Procedures 2001-43 and 93-27, and neither the Company nor the Participant shall perform any act or take any position inconsistent with the application of Revenue Procedures 2001-43 and 93-27.

(d) By becoming party to this Agreement, the Participant agrees to take such actions as may be required by any authority that may be issued in the future with respect to the taxation of “profits interests” transferred in connection with the performance of services to conform the tax consequences to the Participant as closely as possible to the consequences under Revenue Procedure 93-27 and Revenue Procedure 2001-43.

(e) The Participant authorizes the Administrator to amend, restate, supplement or otherwise modify this Agreement to the extent necessary to achieve substantially the same tax treatment with respect to any Profits Interest in the Company transferred to the Participant by the Company in connection with services provided by the Participant to the Company, or its Affiliates as is set forth in, as applicable, Revenue Procedure 93-27, Revenue Procedure 2001-43 or any subsequently issued guidance described in this Section 2.1(e) .

(f) Each Incentive Unit issued by the Company is intended to be a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43 (and will be accounted for by the Company and the Members in accordance therewith) and is issued with the intention that, under current interpretations of the Code, the Participant will not realize income upon the issuance of such Incentive Unit, and neither the Company nor any Member will be entitled to any deduction, either immediately or through depreciation or amortization, as a result of the issuance of such Incentive Unit. Therefore, if the Company is liquidated immediately after issuance of such Incentive Unit, before any appreciation occurred in the value of the Company’s assets, and all of the Company’s assets sold at fair market value and the proceeds distributed in complete liquidation of the Company, the Participant would not be entitled to receive any share of the proceeds of liquidation in respect of the Incentive Units issued by the Company hereunder.

2.2 Profits Interest Threshold . The Unvested Incentive Units have the Profits Interest Threshold set forth on the Award Schedule. The Participant, by signing this Agreement or by accepting the grant, agrees to comply with all requirements of the Safe Harbor Election. The Participant agrees that (i) the Company is authorized and directed to elect the Safe Harbor described in the proposed Revenue Procedure contained in the Notice 2001-43 and (ii) the Company and the Participant agree to comply with all of the requirements of the Safe Harbor described in the proposed Revenue Procedure with respect to all interests transferred in connection with the performance of services while the election is in effect. The Participant and the Company agree not to report the income tax effects of the Safe Harbor Partnership Interest (as defined in the proposed Revenue Procedure Notice) to the U.S. tax authorities in a manner inconsistent with the requirements of the proposed Revenue Procedure, including the failure to provide appropriate information returns. The Participant acknowledges that the Notice contains a proposed Revenue Procedure and that the Notice and Revenue Procedure may undergo changes prior to their finalization. The Participant hereby irrevocably grants to the Administrator a power-of-attorney coupled with an interest to amend this Agreement to conform to any changes to the Notice reflected in the finalized Notice and/or Revenue Procedure in order to permit the Company and the Participant to qualify for the Safe Harbor election.

2.3 Vesting of Incentive Units . Subject to the Company Governing Documents, the Unvested Incentive Units shall become Vested Incentive Units as specified in the Award Schedule if the Participant remains in the continuous service of the Company or any Affiliate thereof from the date hereof until the respective vesting date. For purposes of this Agreement, the continuous service of the Participant with the Company or any of its Affiliates shall not be deemed interrupted, and the Participant shall not be deemed to have ceased to provide services to the Company or any of its Affiliates, by reason of the transfer of his or her service among the Company or any of its Affiliates or from employment to other service or from other service to employment.

2.4 Power of Attorney . The Participant hereby grants any Person or Persons designated by the Administrator, a power of attorney irrevocably granting such Person or Persons acting at the direction of the Administrator, to execute (i) all documents as may be necessary to effectuate the purposes of this Agreement, (ii) any other agreements, instruments and other documents as necessary to document any actions taken by the Company pursuant to this Agreement or the Operating Agreement, and (iii) such other agreements, instruments and other documents as reasonably requested by the Administrator. Such power of attorney shall be deemed

to be coupled with an interest, shall be irrevocable, and shall survive the bankruptcy, dissolution, death, incapacity, liquidation or any other event affecting the Participant.

2.5 Voting Rights . Except as required by law or otherwise provided in the Operating Agreement, the holders of Incentive Units that constitute Profits Interests shall have no right to vote for any purpose, shall not be entitled to vote on any matter, to give or withhold consent on any matter with respect to such Incentive Units, and shall not be entitled to notice of any meeting of Members.

ARTICLE III

FORFEITURE OF INCENTIVE UNITS

3.1 Forfeiture of Incentive Units .

(a) Notwithstanding any other provisions of this Agreement to the contrary, upon a Termination of Service, all Unvested Incentive Units that have not vested in accordance with Section 2.3 as of the date of Termination of Service, shall expire and automatically be forfeited and canceled in their entirety without any consideration to the Participant.

(b) Notwithstanding any other provisions of this Agreement to the contrary, upon a Termination of Service for Cause, all Incentive Units granted under this Agreement (whether vested or unvested in accordance with Section 2.3 as of the date of Termination of Service) shall expire and automatically be forfeited and canceled in their entirety without any consideration to the Participant.

ARTICLE IV

RESTRICTIONS ON ACTIVITIES

4.1 Transfer Restrictions . The transfer restrictions set forth in Article VIII of the Operating Agreement shall be applicable to the Incentive Units granted under this Agreement and are incorporated by reference herein. The Incentive Units may not be sold or otherwise Transferred other than as set forth in the Operating Agreement.

ARTICLE V

PURCHASE RIGHTS

5.1 Purchase Rights .

(a) The Participant’s Vested Incentive Units shall be subject to any repurchase or other rights that the Company may have pursuant to the provisions of the Operating Agreement and/or the Plan.

(b) The Company also shall have the right (but not the obligation) to purchase all of the Participant’s Vested Incentive Units upon the terms and conditions set forth herein following the Participant’s Termination of Service with the Company and its Affiliates for any reason other than Cause. The Company or its assignees shall have the right, but not the obligation, by written notice to the Participant, delivered no earlier than such date as is necessary to avoid adverse accounting consequences as the result of the Company’s repurchase right hereunder, to

call all of the Vested Incentive Units at the Liquidation FMV of such Vested Incentive Units as of the date of the call. The price to be paid for such Vested Incentive Units shall be payable by the Company, in its discretion, in a single lump sum in cash or by promissory note which shall accrue interest at the national prime lending rate as published in The Wall Street Journal on the date of the call and be payable in twelve (12) equal monthly installments of principal and interest, commencing one month following the date of the call.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1 Termination and Amendment of the Agreement .

(a) This Agreement shall be terminated:

(i) by the Company with the approval of the Administrator and the written consent of the Participant; or

(ii) if determined by the Administrator, immediately prior to or following consummation of a Liquidity Event; provided , that any payments required to be made to the Participant with respect to the Incentive Units granted pursuant to this Agreement are received by the Participant in connection with such Liquidity Event.

(b) This Agreement and this award of Incentive Units may be amended, restated, supplemented or otherwise modified by the Administrator, consistent with the provisions of the Company Governing Documents and, in addition, may amend the award of Incentive Units prospectively or retroactively and compliance with any term hereof may be waived, by the Company with the written approval of the Administrator at any time; provided , however , that no such amendment, restatement, supplement or other modification shall materially adversely affect the Participant’s interests granted hereunder without the prior written consent of the Participant, and notwithstanding the foregoing the Participant’s consent shall not be required with respect to an amendment that is deemed necessary by the Company to ensure exemption from or compliance with Section 409A of the Code. Any amendment to the Company Governing Documents shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.

6.2 Termination of Status as Member . From and after the date that the Participant ceases to own any Incentive Units, the Participant shall cease to be a Participant under the Plan for the purposes of this Agreement and all rights that the Participant may have hereunder shall terminate, except for any rights with respect to matters contemplated hereby after such date and except for breaches occurring prior to such time. For the purposes of the preceding sentence, the Participant shall be deemed to own all Incentive Units owned by the Participant’s Permitted Transferees.

6.3 Transferability . Except as provided in the Company Governing Documents, the Unvested Incentive Units granted under this Agreement are not Transferable by the Participant. Any purported Transfer inconsistent with the terms of the Company Governing Documents shall cause the Unvested Incentive Units to be immediately forfeited, and the Participant will have no further rights with respect to the Unvested Incentive Units.

6.4 Distribution, Voting and Other Rights . The Participant will have all of the rights of a Member with respect to the Incentive Units granted hereunder in accordance with the terms and conditions of the Operating Agreement.

6.5 Compliance with Law . The Company shall make reasonable efforts to comply with all applicable U.S. federal and state securities laws; provided , however , that notwithstanding any other provision of the Operating Agreement, the Plan or this Agreement, the Company shall not be obligated to issue any of the Incentive Units covered by this Agreement if the issuance thereof would result in violation of any such law.

6.6 Adjustments . Subject to the terms and conditions of the Company Governing Documents, the Administrator shall make or provide for such adjustments in the number of Unvested Incentive Units granted or outstanding hereunder and in the applicable Profits Interest Threshold of such Incentive Units, as is equitably required in order to prevent dilution or expansion of the rights of the Participant that otherwise would result from any Membership Unit splits, recombinations, etc., in accordance with the Company Governing Documents. For the avoidance of doubt, the issuance of additional Membership Units in the Company will not trigger any adjustments pursuant to this Section 6.6 .

6.7 Relation to Other Benefits . Any economic or other benefit to the Participant under this Agreement or the Company Governing Documents shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Affiliate thereof and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Affiliate thereof.

6.8 Relation to the Plan and the Company Governing Documents . In the event of any inconsistency between the provision of this Agreement and the Company Governing Documents, the other Company Governing Documents shall govern.

6.9 Compliance with Section 409A of the Code . This Agreement is intended to be exempt from or comply with, and shall be administered in a manner that is intended to be exempt from or comply with, Section 409A of the Code and shall be construed and interpreted in accordance with such intent; to the extent that a payment and/or benefit is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of this Agreement that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding the foregoing, the Company and its Affiliates shall not be liable to any Participant or any other Person if an award of Incentive Units fails to be exempt from or comply with Section 409A of the Code.

6.10 Notices . All notices required hereunder shall be delivered to the following respective addresses:

(a) GreenSky Holdings, LLC

5565 Glenridge Connector, Suite 700

Atlanta, GA 30342

Attention: Chief Legal Officer

With a copy to (which copy shall not constitute notice):

Troutman Sanders LLP

600 Peachtree Street NE, Suite 5200
Atlanta, Georgia 30308-2216
Attention: Jeffery R. Banish, Esq.

(b) The Participant, at its address as then shown in the Company’s records or to such other address as the Participant may have furnished to the Company.

(c) Notices shall be in writing and shall be sent by facsimile or pdf e-mail, by mail (postage prepaid, registered or certified, by United States mail, return receipt requested), by nationally recognized private courier or by personal delivery. Notices shall be effective, (i) if sent by facsimile, when transmitted, (ii) if sent by pdf e-mail, when transmitted, (iii) if by nationally recognized private courier, when deposited with the private courier, (iv) if mailed, when deposited in the mail, and (v) if personally delivered, the earlier of when delivery is made or first refused. Any Person may change address for the delivery of notices by written notice served in accordance with the provisions hereof.

6.11 Miscellaneous . The use of the singular or plural or masculine, feminine or neuter gender shall not be given an exclusionary meaning and, where applicable, shall be intended to include the appropriate number or gender, as the case may be.

6.12 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one instrument. Facsimile and pdf e-mail signatures shall have the same legal effect as manual signatures.

6.13 Entire Agreement . This Agreement, the Plan and the Operating Agreement constitute the entire agreement between and among the parties with respect to the subject matter hereof and thereof. No promises, statements, understandings, representations, or warranties of any kind, whether oral or in writing, express or implied have been made to the Participant by any Person to induce the Participant to enter into this Agreement other than the express terms set forth in this Agreement, the Plan, and the Operating Agreement, and the Participant is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement, the Plan, and the Operating Agreement. Any amendments to this Agreement must be made in writing and duly executed by each of the parties entitled to adopt said amendment as provided in Section 6.1 or by an authorized representative or agent of each such party. The Participant hereby acknowledges and represents that he or she has had the opportunity to consult with independent legal counsel or other advisor of his or her choice and has done so regarding their rights and obligations under this Agreement, that he or she is entering into this Agreement knowingly, voluntarily, and of his or her own free will, that he or she is relying on his or her own judgment in doing so, and that he or she fully understands the terms and conditions contained herein.

6.14 Incentive Units Subject to Plan and Operating Agreement . By entering into this Agreement the Participant agrees and acknowledges that (a) the Participant has received and read a copy of the Plan and the Operating Agreement, and (b) the Incentive Units are subject to the Plan and the Operating Agreement, the terms and provisions of each of which are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Operating Agreement, the applicable terms and provisions of the Plan or the Operating Agreement will govern and prevail.

6.15 Withholding . The Participant may be required to pay to the Company or any of its Affiliates, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any payment due or transfer made under this Agreement, under the Plan or from any other amount owing to the Participant, the amount (in cash or, at the election of the Company, securities or other property) of any applicable federal, state, local or foreign withholding taxes in respect of an Incentive Unit or any payment or transfer under this Agreement or the Plan and to take such other action as may be necessary in the opinion of the Administrator to satisfy all obligations for the payment of such taxes.

6.16 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, representatives, successors and permitted assigns.

6.17 Enforcement . The failure of any party hereto to insist in one or more instances on performance by another party hereto of any obligation, condition or other term of this Agreement in strict accordance with the provisions hereof shall not be construed as a waiver of any right granted hereunder or of the future performance of any obligation, condition or other term of this Agreement in strict accordance with the provisions hereof, and no waiver with respect thereto shall be effective unless contained in a writing signed by or on behalf of the waiving party. The remedies in this Agreement shall be cumulative and are not exclusive of any other remedies provided by law.

6.18 Governing Law . This Agreement and any and all claims or causes of action, disputes, controversies or legal proceedings (whether in contract, tort, equity or under any other theory) arising out of, under, pursuant to, or in any way relating to this Agreement or the transactions contemplated hereby or the negotiation, execution, performance or enforcement hereof, including any and all claims (whether in contract, tort, equity or under any other theory) as to the scope, validity, enforcement, interpretation, construction, and effect hereof, shall be governed by and enforced with the laws of the State of Georgia, without regard to the conflicts of law principles that would result in the application of any law other than the law of the State of Georgia.

6.19 Severability . If any provision of this Agreement is, becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or award, or would disqualify any award under any law deemed applicable by the Administrator, such provision shall be constructed or deemed amended to conform to all applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the

intent of this Agreement or the award, such provision shall be stricken as to such jurisdiction, Person or award and the remainder of this Agreement and any such award shall remain in full force and effect.

6.20 No Contract of Employment . Neither this Agreement nor any award granted under this Agreement shall confer upon the Participant any right to employment or other service or continuance of employment or other service by the Company or any of its Affiliates. This Agreement does not constitute a contract of employment or a contract of services or impose on the Company or any of its Affiliates any obligations to retain the Participant as an employee or a service provider of the Company or any of its Affiliates, to change the status of his or her service, or to change the Company’s or any of its Affiliates’ policies regarding termination of employment or service.

6.21 Captions . The article or section titles or captions contained in this Agreement are for convenience only and are not to be considered in the construction or interpretation of this Agreement or any provision thereof.

6.22 No Third Party Rights . Nothing in this Agreement shall be construed to grant rights to any Person who is not a party to this Agreement.

6.23 Rule of Construction . The parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to its revisions. The parties further agree that the rule of construction that a contract shall be construed against the drafter shall not be applied. The word “including” means “including, without limitation.”

6.24 Arbitration . Other than the Company’s right to seek injunctive relief or specific performance as provided in this Agreement, any dispute, controversy, or claim (whether sounding in contract, tort, equity or other theory) between any party hereto, on the one hand, and any other party hereto, on the other hand, arising out of, under, pursuant to, or in any way relating to this Agreement or the negotiation thereof shall be submitted to and resolved by confidential and binding arbitration (“ Arbitration ”), administered by the American Arbitration Association (“ AAA ”) and conducted pursuant to the rules then in effect of the AAA governing commercial disputes. The Arbitration hearing shall take place in Atlanta, Georgia. Such Arbitration shall be before three (3) neutral arbitrators (the “ Panel ”) licensed to practice law and familiar with commercial dispute. Any award rendered in any Arbitration shall be final and conclusive upon the parties to the Arbitration and not subject to judicial review, and the judgment thereon may be entered in the highest court of the forum (state or federal) having jurisdiction over the issues addressed in the Arbitration, but entry of such judgment will not be required to make such award effective. The Panel may enter a default decision against any party who fails to participate in the Arbitration. Subject to Section 6.25 , the administration fees and expenses of the Arbitration shall be borne 50% by the Company and 50% by the Participant; provided , that each party shall pay for and bear the cost of his/her/its own experts, evidence, and attorney’s fees, except that, in the discretion of the Panel, any award may include the costs of a party’s counsel and/or its share of the expense of Arbitration if the Panel expressly determines that an award of such costs is appropriate to the party whose position substantially prevails in such Arbitration. Notwithstanding any other provision of this Agreement, no party shall be entitled to an award of special, punitive,

or consequential damages. To submit a matter to Arbitration, the party seeking redress shall notify in writing, in accordance with Section 6.10 of this Agreement, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding the Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to this agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is required by law, or in a proceeding to enforce any rights under this Agreement.

THE PARTICIPANT ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, HE OR SHE IS WAIVING ANY RIGHT THAT HE OR SHE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL RELATED TO THIS AGREEMENT.

6.25 Recovery of Attorney’s Fees . In the event any party commences any arbitration, proceeding or litigation at law or in equity related to this Agreement, following the final adjudication of such arbitration, proceeding or litigation, the party whose position substantially prevails shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in connection with such arbitration, proceeding or litigation.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	GREENSKY HOLDINGS, LLC

	By: /s/ David Zalik
	Name: David Zalik
	Title: Chief Executive Officer

	PARTICIPANT

	QED Fund II, LP

	By: /s/ Nigel Morris
	Name: Nigel Morris
	Title: Managing Partner

	Address: ### ####### ##
		##########, ## #####

APPENDIX I

Certain Defined Terms

(a) “ Safe Harbor Election ” means the election described in Prop. Reg. §1.83-3(l)(1)(i) and Notice 2005-43, 2005-24 IRB 1221 or subsequently issued guidance.

(b) “ Sale of the Business ” shall have the same meaning ascribed to such term in the Operating Agreement.

(c) “ Termination of Service ” means the termination of the employment or other services of the Service Provider with the Company and its Affiliates, including termination of the Service Provider’s Services Agreement, such that thereafter the Service Provider is no longer employed by or providing services to the Company or any of its Affiliates.

Exhibit 5.1

	Troutman Sanders LLP
	600 Peachtree Street NE, Suite 3000
	Atlanta, GA 30308-2216

	troutman.com

___________, 2018

GreenSky, Inc.

5565 Glenridge Connector

Suite 700

Atlanta, Georgia 30342

Re:	Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to GreenSky, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of up to _______ shares (the “Shares”) of its Class A common stock, $0.01 par value per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1 (Registration Statement No. 333-_________) (as amended or supplemented, the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2018 under the Securities Act of 1933, as amended (the “Securities Act”). The term “Shares” shall include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offering contemplated by the Registration Statement.

In rendering this opinion, we have examined (i) the Registration Statement, (ii) the form of Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”), (iii) the form of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) in the form filed as Exhibit 3.1 to the Registration Statement, to be filed with the Secretary of State of the State of Delaware prior to, and effective upon, the sale of the Shares, and (iv) the form of the Company’s Amended and Restated Bylaws (the “Bylaws”) in the form filed as Exhibit 3.2 to the Registration Statement, to be effective upon the sale of the Shares. We also have reviewed (1) minutes of proceedings of the stockholders of the Company relating to the approval of the Certificate of Incorporation, (2) minutes of proceedings of the Board of Directors of the Company relating to the approval of the Certificate of Incorporation and Bylaws and the issuance and sale of the Shares and (3) such other documents as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the legal capacity of all natural persons; the genuineness of all signatures on all documents; the authenticity of all documents submitted to us as originals; the conformity to the original documents of all copies submitted to us; the authenticity of the originals of documents submitted to us as copies; the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof; and the due authorization, execution and delivery of all documents by the parties thereto other than the

	GreenSky, Inc.
	_____________, 2018
	Page 2

Company. We have not independently established or verified any facts relevant to this opinion, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing examination and subject to the qualifications, assumptions and limitations included herein, we are of the opinion that, when the Certificate of Incorporation is duly filed with the Secretary of State of the State of Delaware, the Shares will be duly authorized, and, when the Registration Statement becomes effective under the Securities Act, the final Underwriting Agreement is duly executed and delivered by the parties thereto and the Shares are registered by the Company’s transfer agent and delivered against payment of the agreed consideration therefor, all in accordance with the final Underwriting Agreement, the Shares will be duly and validly issued, fully paid and non-assessable. We have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

In expressing the opinions set forth above, we are not passing on the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statement with respect to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act with respect to the registration of additional Common Stock for sale in the offering contemplated by the Registration Statement and shall cover such additional Common Stock, if any, registered on such subsequent registration statement.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion may not be relied upon, furnished or quoted by you for any other purpose, without our prior written consent. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Securities Act, and we assume no obligation to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

Very truly yours,

Exhibit 10.2

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this “ Agreement ”), dated as of · , 2018, among GreenSky Holdings, LLC, a Georgia limited liability company (the “ Company ”), GreenSky, Inc., a Delaware corporation (“ GreenSky ”), and the Members (as defined herein) from time to time party hereto.

WHEREAS, the parties hereto desire to provide for the exchange of Common Units and Class B Common Stock (each as defined herein) on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SECTION 1.1. Definitions .

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Cash Settlement Amount ” means, as of a particular date, for each Company Common Unit that is Exchanged for the Cash Settlement Amount, the product of (a)(i) if the shares of Class A Common Stock trade on · or another national securities exchange, the volume weighted average price of a share over the three Trading Days ending one day prior to the date the Election of Exchange is delivered to GreenSky and the Company; (ii) if the shares of Class A Common Stock trade over-the-counter, the average of the closing bid or sale prices of a share over the three Trading Days ending prior to the date the Election of Exchange is delivered to GreenSky and the Company; and (iii) otherwise, the price of a share of Class A Common Stock as determined in good faith by the Board of Directors of GreenSky, multiplied by (b) the Exchange Rate.

“ Class A Common Stock ” means the Class A common stock, par value $0.01 per share, of GreenSky.

“ Class B Common Stock ” means the Class B common stock, par value $0.001 per share, of GreenSky.

“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any successor law.

“ Common Unit ” means (i) each Common Unit (as such term is defined in the LLC Agreement) issued as of the date hereof and (ii) each Common Unit or other interest in the

Company that may be issued by the Company in the future that is designated by GreenSky and the Company as a “Common Unit” for purposes of this Agreement.

“ Corporate Event ” means the occurrence of any of the following:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than GreenSky, the Company, their respective wholly-owned subsidiaries and employee benefit plans, or David Zalik and/or Robert Sheft and their affiliates and family members and trusts primarily for their benefit becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of Common Stock representing more than 50% of the voting power of GreenSky;

(b) a bona fide public tender or exchange offer or rights offering to substantially all holders of Class A Common Stock by any of GreenSky, the Company, their respective subsidiaries, or any other party;

(c) the consummation of (i) any recapitalization, reclassification or change of the Class A Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Class A Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of GreenSky pursuant to which the Class A Common Stock will be converted into cash, securities or other property or assets; or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of GreenSky, the Company and their respective subsidiaries, taken as a whole, to any person or entity other than a wholly owned subsidiary of GreenSky; and

(d) the stockholders of GreenSky or the Members of the Company approve any plan or proposal for the liquidation or dissolution of GreenSky or the Company, respectively.

“ Corporate Event Period ” means the period from and including the date that is 10 scheduled Trading Days prior to the anticipated effective date of an anticipated Corporate Event (or, if later, the earlier of (x) the Business Day after the public announcement of an anticipated Corporate Event and (y) the actual effective date of such Corporate Event) until and including the date that is 10 Trading Days after the actual effective date of such Corporate Event.

“ Election of Exchange ” has the meaning given to such term in Section 2.1(b) of this Agreement.

“ Exchange ” has the meaning set forth in Section 2.1(a) of this Agreement. The term “ Exchanged ” shall have a correlative meaning.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exchange Rate ” means 1.0, subject to adjustment pursuant to Section 2.3 of this Agreement.

“ IPO ” means the initial public offering and sale of Class A Common Stock (as contemplated by the GreenSky’s registration statement on Form S-1 (File No. · ).

“ LLC Agreement ” means the Second Amended and Restated Operating Agreement of the Company dated on or about the date hereof, as such agreement may be amended and/or restated from time to time.

“ Member ” means each holder of one or more Common Units that may from time to time be a party to this Agreement.

“ Permitted Transferee ” has the meaning given to such term in Section 3.1 of this Agreement.

“ Person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Publicly Traded ” means listed or admitted to trading on the · or another national securities exchange, or any successor to any of the foregoing.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Stock Amount ” means, for each Company Common Unit that is Exchanged for the Stock Amount, a number of shares of Class A Common Stock that is equal to the Exchange Rate.

“ Trading Day ” means a day on which shares of the Class A Common Stock (i) are not suspended from trading at the close of business on the · or such other national securities exchange where the Class A Common Stock has been listed or admitted for trading or any successor to any such exchange and (ii) have traded at least once on the · or such other national securities exchange where the Class A Common Stock has been listed or admitted for trading or any successor to any such exchange. If the Class A Common Stock is not listed or admitted for trading on the · or another national securities exchange, or any successor to any of the foregoing, “Trading Day” means a Business Day.

ARTICLE II

SECTION 2.1. Exchange of Common Units .

(a) Subject to Section 2.1(d) , from and after the date of the closing of the IPO, each Member shall be entitled, upon the terms and subject to the conditions hereof, to surrender to the Company Common Units (other than unvested Common Units that were issued by the Company upon conversion of Profits Interests) in exchange (an “ Exchange ”) for the delivery to such exchanging Member, for each Company Common Unit so surrendered, of either (x) the Stock Amount; provided that any such Exchange is for a minimum of the lesser of 1,000 Common Units or all of the Common Units then held by such Member; or (y) if the disinterested members of the Board of Directors of GreenSky so elect, provided that the Exchange does not occur during a Corporate Event Period, the Cash Settlement Amount. Upon an Exchange, a number of shares of Class B Common Stock belonging to the exchanging Member equal to the number of Common Units Exchanged shall automatically be cancelled. Notwithstanding the foregoing, the Company, in its sole discretion, may refuse to Exchange any Common Units

issued upon exercise of options and warrants if the Election of Exchange with respect to the Common Units issued upon exercise of such options or warrants is not delivered to GreenSky and the Company within 30 days following the issuance of the Common Units.

(b) A Member shall exercise its right to Exchange Common Units and have shares of Class B Common Stock cancelled as set forth in Section 2.1(a) above by delivering to GreenSky and to the Company a written election of exchange in the form of Exhibit A hereto (an “ Election of Exchange ”), duly executed by such Member or such Member’s duly authorized attorney in respect of the Common Units and Class B Common Stock to be Exchanged and canceled, as the case may be, delivered during normal business hours in accordance with the notice provisions set forth in Section 3.2 .

(c) Upon the surrender for Exchange of the applicable Common Units and instructions or stock powers representing a corresponding number of shares of Class B Common Stock in the manner provided in this Article II , if the Class A Common Stock is eligible for the depository and book-entry services of The Depository Trust Company, the Company will, subject to Section 2.4 below, deliver or cause to be delivered within three Trading Days the shares of Class A Common Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member. Otherwise, the Company shall deliver or cause to be delivered within three Trading Days at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of GreenSky, the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member or its designee.

(d) From time-to-time, if a Member in good faith believes that it may Exchange Common Units and desires to determine in advance whether the Company will elect to satisfy an Exchange with the Cash Settlement Amount pursuant to Section 2.1(a)(y) , then the Member may request in writing in accordance with the notice provisions set forth in Section 3.2 that the Company advise it in advance of its decision through delivery of a cash election substantially in the form of Exhibit B hereto. Such cash election shall be binding upon the Company with respect to any Election of Exchange received by GreenSky and the Company prior to the earlier of (i) 60 days following its delivery to the Member, or (ii) the end of the Company’s then current fiscal year. If the Company does not deliver such notice of its cash election within 5 Business Days of GreenSky’s and the Company’s receipt of such Member’s request, the Company shall forfeit the right to satisfy such Exchange with the Cash Settlement Amount during the time period specified above.

(e) Upon receiving an Election of Exchange from a Member, the Company may elect to cause GreenSky to effect the Exchange under Section 2.1(a) and deliver to the Member the number of Class A Shares or the Cash Settlement Amount that such Member is entitled to receive in the Exchange, in which event the Member shall deliver to GreenSky the Common Units being surrendered in the Exchange. In all other cases, the Company shall effect the Exchange and, at the time of the Closing of any such Exchange, unless provided for otherwise, GreenSky shall contribute to the Company the number of Class A Shares or the Cash

Settlement Amount that such Member is entitled to receive in the Exchange and GreenSky shall be issued Common Units in an amount equal to the value of its contribution to the Company.

(f) Notwithstanding anything to the contrary herein, no Member may Exchange Common Units pursuant to Section 2.1(a) during the 180 day period after the date set forth on the final prospectus used to sell Class A Common Stock in the IPO, unless such Member has executed the Lock-Up Agreement with the Underwriters in the IPO.

SECTION 2.2. Class A Common Stock to be Issued .

(a) GreenSky shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon the Exchange of all outstanding shares of Common Units; provided that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the Exchange of the Common Units by delivery of shares of Class A Common Stock which are held in the treasury of GreenSky or any of its subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of GreenSky or any subsidiary thereof). GreenSky and the Company covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable, and that upon delivery of the shares of Class A Common Stock issued upon an Exchange, good and valid title to such shares of Class A Common Stock, free and clear of all liens other than those created by the Member or holder, encumbrances, equities, and claims shall pass to the holder of such shares.

(b) The Company and GreenSky shall at all times ensure that the execution and delivery of this Agreement by each of the Company and GreenSky and the consummation by each of the Company and GreenSky of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary limited liability company or corporate action, as the case may be, on the part of the Company and GreenSky, including, but not limited to, all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of GreenSky’s board of directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby.

(c) Without in any way reducing the obligations of GreenSky under the preceding sentence, in the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration under the Securities Act has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Member requesting such Exchange, GreenSky and the Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. GreenSky and the Company shall use commercially reasonable efforts to list the Class A Common Stock to be delivered upon an Exchange prior to such delivery upon each national securities exchange upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

SECTION 2.3. Adjustment . The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock; or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Common Units and the Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging Member shall be entitled to receive the amount of such security, securities or other property that such exchanging Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction.

SECTION 2.4. Expenses . GreenSky, the Company and each exchanging Member shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that GreenSky or the Company, as the case may be, shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided , however , that if any shares of Class A Common Stock are to be delivered in a name other than that of the Member that elected the Exchange, then such Member and/or the person in whose name such shares are to be delivered shall pay to GreenSky the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of GreenSky that such tax has been paid or is not payable.

SECTION 2.5. Conflicts . For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Member shall not be entitled to Exchange Common Units to the extent that such Exchange would be prohibited by law; provided , that nothing in this Agreement shall be construed to limit the rights and remedies of any Member. For the avoidance of doubt, no Exchange shall be deemed to be prohibited by law pertaining to the registration of securities if such securities have been so registered or if any exemption from such registration requirements is reasonably available.

SECTION 2.6. Other Exchange Procedures . Notwithstanding anything to the contrary herein, if the board of directors of GreenSky shall determine in good faith that additional restrictions on Exchange are necessary so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code, GreenSky or the Company may

impose such additional reasonable restrictions on Exchange as the board of directors of GreenSky has determined in good faith to be so necessary based on advice of counsel.

ARTICLE III

SECTION 3.1. Additional Members . To the extent a Member validly transfers any or all of such holder’s Common Units and corresponding shares of Class B Common Stock to another person in a transaction in accordance with, and not in contravention of, the LLC Agreement or any other agreement or agreements with GreenSky or any of its subsidiaries to which a transferring Member may be party, then such transferee (each, a “ Permitted Transferee ”) shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit C hereto, whereupon such Permitted Transferee shall become a Member hereunder. To the extent the Company issues Common Units in the future (including, without limitation, Common Units issued upon exercise of options or warrants), GreenSky and the Company shall be entitled, in their sole discretion, to make any holder of such Common Units a Member hereunder through such holder’s execution and delivery of a joinder to this Agreement, substantially in the form of Exhibit C hereto.

SECTION 3.2. Addresses and Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2 ):

(a) If to GreenSky, to:

GreenSky, Inc.

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342

Attention: Chief Executive Officer

Email: david.zalik@greenskycredit.com

with copies to:

GreenSky, Inc.

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342

Attention: Chief Legal Officer

Email: steve.fox@greenskycredit.com

and

Troutman Sanders, LLP

600 Peachtree Street, NE, Suite 3000

Atlanta, GA 30308

Attention: W. Brinkley Dickerson, Jr., Esq.

Email: brink.dickerson@troutmansanders.com

(b) If to the Company, to:

GreenSky, Inc.

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342

Attention: Chief Executive Officer

Email: david.zalik@greenskycredit.com

with copies to:

GreenSky, Inc.

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342

Attention: Chief Legal Officer

Email: steve.fox@greenskycredit.com

and

Troutman Sanders, LLP

600 Peachtree Street, NE, Suite 3000

Atlanta, GA 30308

Attention: W. Brinkley Dickerson, Jr., Esq.

Email: brink.dickerson@troutmansanders.com

(c) If to any Member, to the address and other contact information set forth in the records of the Company from time to time.

SECTION 3.3. Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

SECTION 3.4. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 3.5. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to

modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.6. Amendment and Termination . This Agreement (including any annexes, schedules or supplements hereto) may be amended, supplemented, waived or modified only in writing by the Company and a majority in interest of the Members (other than GreenSky and its subsidiaries) in accordance with their holdings of Common Units; provided that no amendment may adversely affect the rights of a Member (other than GreenSky and its subsidiaries) in any material respect without the written consent of such Member. This Agreement shall terminate on the earlier of (i) the Exchange hereunder of all outstanding Common Units, and (ii) • , 2033, except with respect to any Member that at such date holds 1% or more of the Common Units then outstanding, for whom it shall continue so long as such Member continues to hold 1% or more of the outstanding Common Units and for 30 days thereafter.

SECTION 3.7. Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

SECTION 3.8. Submission to Jurisdiction; Waiver of Jury Trial . Subject to any provision of the Certificate of Incorporation of GreenSky requiring arbitration of claims, each party hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (unless the Federal courts have exclusive jurisdiction over the matter, in which case the United Stated District for the District of Delaware) for the purposes of any legal proceeding arising out of this Agreement, or the transactions contemplated hereby, and agrees to commence any such legal proceeding only in such courts. Each party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth herein shall be effective service of process for any such legal proceeding. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, hearing, claim, lawsuit, litigation, investigation, arbitration or proceeding out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such legal proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

SECTION 3.9. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by

telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9 .

SECTION 3.10. Tax Treatment . This Agreement shall constitute and be treated as part of the limited liability company agreement of the Company as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. The parties shall report (i) any Exchange consummated hereunder as a taxable sale of the Common Units by a Member to GreenSky pursuant to Section 1001 of the Code, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority except upon (i) a contrary final determination by a taxing authority, or (ii) the advice of legal counsel or a nationally-recognized accounting firm that based on a change in applicable law such that the above tax reporting position does not meet a more likely than not standard or otherwise requires the Company to disclose such position or create a reserve pursuant to applicable accounting principles. Further, in connection with any Exchange consummated hereunder, the Company and/or GreenSky shall provide the exchanging Member with all reasonably necessary information to enable the exchanging Member to file its income tax returns for the taxable year that includes the Exchange, including information with respect to Code Section 751 assets (including relevant information regarding “unrealized receivables” or “inventory items”) and Section 743(b) basis adjustments as soon as practicable and in all events within 60 days following the close of such taxable year (and use commercially reasonable efforts to provide estimates of such information within 90 days of the applicable Exchanges).

SECTION 3.11. Withholding. Greensky shall be entitled to deduct and withhold from any payment made to a Member pursuant to any Exchange consummated under this Agreement all Taxes that Greensky is required to deduct and withhold with respect to such payment under the Code (or any other provision of applicable Law), including, without limitation, Section 1446(f) of the Code. Greensky may at its sole discretion reduce the Stock Amount or the Cash Settlement Amount paid to a Member in an Exchange in an amount that corresponds to the amount of the required withholding described in the immediately preceding sentence and all such amounts shall be treated as having been paid to such Member.

SECTION 3.12. Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

SECTION 3.13. Independent Nature of Members’ Rights and Obligations . The obligations of each Member hereunder are several and not joint with the obligations of any other Member, and no Member shall be responsible in any way for the performance of the obligations of any other Member hereunder. The decision of each Member to enter into to this Agreement has been made by such Member independently of any other Member. Nothing contained herein, and no action taken by any Member pursuant hereto, shall be deemed to constitute the Members as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Members are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby and GreenSky acknowledges that the

Members are not acting in concert or as a group, and GreenSky will not assert any such claim, with respect to such obligations or the transactions contemplated hereby.

SECTION 3.14. Other Agreements . Neither GreenSky nor the Company shall enter into any contract, mortgage, loan or other agreement that prohibits or restricts (a) GreenSky or the Company from performing their specific obligations under this Agreement or (b) a Member from exercising its rights under this Agreement to effect an Exchange, except, in either case, with the written consent of each such Member affected by the prohibition or restriction, or to the extent such prohibition or restriction affects all Members (other than GreenSky and its subsidiaries) on a pro rata basis, with the written consent of a majority in interest of such affected Members (other than GreenSky and its subsidiaries) in accordance with their holdings of Common Units.

SECTION 3.15. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Georgia.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

	GREENSKY HOLDINGS, LLC

	By:
		Name:
		Title:

	GREENSKY, INC.

	By:
		Name:
		Title:

[Signature Page – Exchange Agreement]

	COMPANY MEMBER


	By:
	Its:

[Signature Page – Exchange Agreement]

EXHIBIT A

[FORM OF]
ELECTION OF EXCHANGE

GreenSky Holdings, LLC

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342

Attention: Chief Legal Officer

Email: steve.fox@greenskycredit.com

GreenSky, Inc.

Glenridge Highlands 2, Suite 700

5565 Glenridge Connector

Atlanta GA 30342
Attention: Chief Legal Officer

Email: steve.fox@greenskycredit.com

Reference is hereby made to the Exchange Agreement, dated as of · , 2018 (the “ Exchange Agreement ”), among GreenSky Holdings, LLC, a Georgia limited liability company (the “ Company ”), GreenSky, Inc., a Delaware corporation (“ GreenSky ”), and the holders of Common Units from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Member hereby transfers to the Company or GreenSky (as specified in the Exchange Agreement) the number of Common Units and surrenders for cancellation the number of shares of Class B Common Stock set forth below in exchange for shares of Class A Common Stock to be issued in its name as set forth below (or in the name of a designee as may be set forth below) or cash, to the extent this Election is being delivered during a Cash Settlement Month, pursuant to Section 2.1(d) of the Exchange Agreement.

Legal Name of Member: _______________________________________________

Address: ______________________________________________________________________

Number of Common Units and shares of Class B Common Stock to be Exchanged:

_______________________

Depository Trust Company Participant (for delivery of shares of Class A Common Stock):

___________________________________

The undersigned hereby represents and warrants that (i) the undersigned has full legal capacity to execute and deliver this Election of Exchange and to perform the undersigned’s obligations hereunder; (ii) this Election of Exchange has been duly executed and delivered by the undersigned and is the legal, valid and binding obligation of the undersigned enforceable against

it in accordance with the terms thereof or hereof, as the case may be, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the availability of equitable remedies; (iii) the Common Units and shares of Class B Common Stock subject to this Election of Exchange are being transferred free and clear of any pledge, lien, security interest, encumbrance, equities or claim; and (iv) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over the undersigned or the Common Units and shares of Class B Common Stock subject to this Election of Exchange is required to be obtained by the undersigned for the transfer of such Common Units.

The undersigned hereby irrevocably constitutes and appoints any officer of GreenSky or of the Company as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be necessary to exchange the Common Units and shares of Class B Common Stock subject to this Election of Exchange for cash or shares of Class A Common Stock on the books of GreenSky in accordance with the terms and requirements of the Exchange Agreement.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Election of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

Name:

Dated:

EXHIBIT B

[FORM OF]
CASH ELECTION NOTICE

[Exchanging Member]

[Address]

Reference is hereby made to the Exchange Agreement, dated as of · , 2018 (the “ Exchange Agreement ”), by and among GreenSky Holdings, LLC, a Georgia limited liability company (the “ Company ”), and GreenSky, Inc., a Delaware corporation (“ GreenSky ”), and each of the Members from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

Pursuant to Section 2.1(d) of the Exchange Agreement, the Company hereby notifies you of its election to satisfy Exchanges of Common Units, not to exceed _____ Common Units, pursuant to any Election of Exchange delivered by you to GreenSky and the Company commencing on the date hereof and continuing for the period specified in Section 2.1(d) of the Agreement through the delivery of the Cash Amount in lieu of shares of Class A Common Stock.

	GREENSKY HOLDINGS, LLC

	By:
		Name:
		Title:

EXHIBIT C

[FORM OF]
JOINDER AGREEMENT

This Joinder Agreement (“ Joinder Agreement ”) is a joinder to the Exchange Agreement, dated as of · , 2018 (the “ Agreement ”), among GreenSky, Inc., a Delaware corporation (“ GreenSky ”), GreenSky Holdings, LLC, a Georgia limited liability company (the “ Company ”), and each of the Members from time to time party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given to them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware. In the event of any conflict between this Joinder Agreement and the Agreement, the terms of this Joinder Agreement shall control.

The undersigned hereby joins and enters into the Agreement having acquired Common Units in the Company. By signing and returning this Joinder Agreement to GreenSky, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of a Member contained in the Agreement, with all attendant rights, duties and obligations of a Member thereunder. The parties to the Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Agreement by the undersigned and, upon receipt of this Joinder Agreement by GreenSky and by the Company, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Agreement.

Name:

Address for Notices:			With copies to:






Attention:

Exhibit 10.3

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

GREENSKY HOLDINGS, LLC

Dated as of ●, 2018

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION UNDER THE FEDERAL ACT AND VARIOUS APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

TABLE OF CONTENTS

		Page

ARTICLE I GENERAL PROVISIONS		1
Section 1.1	Definitions	1
Section 1.2	Formation	1
Section 1.3	Name	1
Section 1.4	Purpose	1
Section 1.5	Term	2
Section 1.6	Principal Place of Business	2
Section 1.7	Registered Office and Registered Agent	2

ARTICLE II RIGHTS AND DUTIES OF MEMBERS		2
Section 2.1	Members	2
Section 2.2	Reorganization	2
Section 2.3	GreenSky’s Common Unit Purchases	2
Section 2.4	Number of Votes	2
Section 2.5	Regulatory Voting Restriction	3
Section 2.6	Governance Rights of Members	3
Section 2.7	General	3
Section 2.8	Liability of Members	3
Section 2.9	Meetings of Members and Notice/Action by Written Consent	3
Section 2.10	Power to Bind the Company	3

ARTICLE III MANAGEMENT		4
Section 3.1	Management; Responsibility	4
Section 3.2	Sole Manager	5
Section 3.3	No Resignation	5
Section 3.4	Removal	5
Section 3.5	Vacancies	5
Section 3.6	Delegation of Authority	5
Section 3.7	Written Action of Manager	6
Section 3.8	Liability of Manager	6
Section 3.9	Conflict of Interest Transactions	6
Section 3.10	Devotion of Time to Company	6
Section 3.11	Compensation to Manager	6
Section 3.12	Limitations on Authority of Manager	6

ARTICLE IV CONTRIBUTIONS/CAPITAL ACCOUNTS/LOANS/TAX BASIS		6
Section 4.1	Units Held by Members	6
Section 4.2	Additional Capital Contributions	7
Section 4.3	Capital Accounts; Voluntary Withdrawals	7
Section 4.4	Loans	7
Section 4.5	Interest	7
Section 4.6	Allocation of Liabilities	7

ARTICLE V ALLOCATIONS		7
Section 5.1	Net Profits and Net Losses	7

TABLE OF CONTENTS
(continued)

		Page

Section 5.2	Regulatory Allocations	7
Section 5.3	Tax Allocations	8
Section 5.4	Tax Consequences	8
ARTICLE VI DISTRIBUTIONS		8
Section 6.1	Distributions	8
Section 6.2	Tax Distributions	8
Section 6.3	Amounts Withheld	9

ARTICLE VII ISSUANCE OF ADDITIONAL UNITS		10
Section 7.1	Units	10
Section 7.2	Authorization and Issuance of Additional Units	10
Section 7.3	GreenSky Incentive Plans	11
Section 7.4	Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan	13
Section 7.5	Repurchase or Redemption of shares of Class A Common Stock	13
Section 7.6	Incentive Units	13

ARTICLE VIII TRANSFER OF COMMON UNITS		14
Section 8.1	Restrictions on Members	14
Section 8.2	Conditions Precedent to Transfer	15
Section 8.3	Transfer Guidelines	16
Section 8.4	Rights of Assignees	16
Section 8.5	Admission of Substitute Members	16
Section 8.6	Creditors of Members	17
Section 8.7	Paramount Provision	17

ARTICLE IX DISSOCIATION OF A MEMBER		17
Section 9.1	Events of Dissociation	17
Section 9.2	Loss of Management Rights	17

ARTICLE X DISSOLUTION		18
Section 10.1	Events of Dissolution	18
Section 10.2	Statement of Assets	18
Section 10.3	Execution of Documents	18
Section 10.4	Winding-up and Distribution of Assets	18
Section 10.5	Compliance with Certain Requirements of Regulations; Deficit Capital Accounts	18
Section 10.6	Rights of Members	19
Section 10.7	Allocations During Period of Liquidation	19
Section 10.8	Character of Liquidating Distribution	19
Section 10.9	Form of Liquidating Distributions	19
Section 10.10	Cancellation of Certificate	19

TABLE OF CONTENTS
(continued)

		Page

ARTICLE XI WAIVER OF PARTITION		20

ARTICLE XII EXCULPATION AND INDEMNIFICATION		20
Section 12.1	Exculpation	20
Section 12.2	Indemnification	20
Section 12.3	Effect of Modification; Survival	21
Section 12.4	Indemnitor of First Resort	21
Section 12.5	Non-exclusivity of Rights	21

ARTICLE XIII TAX ELECTIONS AND RESTRICTIONS		21
Section 13.1	Section 754 Election	21
Section 13.2	General Elections and Limitations	21
Section 13.3	Partnership Representative	21
Section 13.4	Tax Treatment of the Company	22

ARTICLE XIV MISCELLANEOUS PROVISIONS		23
Section 14.1	Confidentiality	23
Section 14.2	Benefit	24
Section 14.3	Amendment	24
Section 14.4	Notices	24
Section 14.5	Books, Records, Accounting, Tax, Reports and Access	24
Section 14.6	Bank Accounts	25
Section 14.7	Investment Representation and Indemnity	25
Section 14.8	Governing Law	25
Section 14.9	WAIVER OF JURY TRIAL	26
Section 14.10	Jurisdiction; Service of Process	26
Section 14.11	Counsel	26
Section 14.12	Limited Liability Company	26
Section 14.13	Construction	26
Section 14.14	Interpretation	27
Section 14.15	Entire Agreement	27
Section 14.16	Headings	27
Section 14.17	Number and Gender	27
Section 14.18	Waiver	27
Section 14.19	Counterparts	27
Section 14.20	Remedies; Prevailing Party	27

iii

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT OF
GREENSKY HOLDINGS, LLC

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “ Agreement ”) is made and entered into as of ●, 2018, by and among all of the Members of GreenSky Holdings, LLC, a Georgia limited liability company (the “ Company ”). This Agreement supersedes any and all previous operating agreements of the Company.

BACKGROUND

This Second Amended Operating Agreement is being executed in order to facilitate an initial public offering by GreenSky, Inc., a Delaware corporation (“ GreenSky ”). As part of this process, the Members of GSLLC are contributing their membership interests in the Company in exchange for the number of Common Units in the Company specified on Exhibit B hereto. It is the intent of the Company and the Members that, for U.S. federal income tax purposes, this contribution constitutes a continuation of the Company as a partnership in accordance with Section 708(a) of the Code.

AGREEMENT

IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
GENERAL PROVISIONS

Section 1.1 Definitions . Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth on Exhibit A attached hereto and made a part hereof.

Section 1.2 Formation . The parties hereby acknowledge that (a) the Company was formed pursuant to the Act by the filing of Articles of Organization with the Secretary of State of Georgia on July 25, 2017, and (b) the Company and, if required, each of the Members, shall execute or cause to be executed from time to time all other instruments, certificates, notices and documents and shall do or cause to be done all such acts and things (including keeping books and records and making publications or periodic filings) as may now or hereafter be required for the valid existence and, when appropriate, termination of the Company as a limited liability company under the laws of the State of Georgia and as may be necessary in order to protect the liability of the Members as members under the laws of the State of Georgia.

Section 1.3 Name . The Company shall operate under the name of “GreenSky Holdings, LLC” or under such other name as the Manager shall, from time to time, determine.

Section 1.4 Purpose . The Company shall engage in the business (the “ Business ”) of owning and operating GreenSky, LLC, a Georgia limited liability company, and, through it, providing financial services, and the Company may, in connection therewith, engage in such other activities and businesses related, directly or indirectly, thereto as the Manager shall determine.

The Company shall have all powers necessary and appropriate to carry out the foregoing purpose, which powers shall be exercised by the Manager on the terms and conditions hereinafter set forth.

Section 1.5 Term . The term of the Company shall continue until dissolved pursuant to the terms of this Agreement or the Act.

Section 1.6 Principal Place of Business . The principal place of business of the Company shall be at such location as the Manager shall, from time to time, determine.

Section 1.7 Registered Office and Registered Agent . The registered agent for service of process and the registered office of the Company shall be National Registered Agents, Inc., 289 S. Culver St., Lawrenceville, Georgia 30046. The registered office and registered agent may be changed from time to time as the Manager deem advisable by filing the address of the new registered office and/or the name of the new registered agent as required by the Act.

ARTICLE II
RIGHTS AND DUTIES OF MEMBERS

Section 2.1 Members . The Members of the Company and their respective Common Units and Company Percentages, reflecting the purchases through the date of this Agreement, are set forth on Exhibit B hereto. The Manager shall amend Exhibit B from time-to-time to reflect changes in such information.

Section 2.2 Reorganization . In order to affect the Reorganization, immediately prior to the “effective time” of the Reorganization, the outstanding Class A Units, Class B Units, Class C Units and Profits Interests of the Company shall be contributed to the Company and the Common Units set forth next to each Member on Exhibit B shall be issued in lieu thereof.

Section 2.3 GreenSky’s Common Unit Purchases . Following the Reorganization, and simultaneous with the closing of the IPO, GreenSky shall purchase • Common Units from the Company at a price per Unit of $•. In the event that the underwriters’ overallotment option is exercised, GreenSky will purchase such number of Common Units from the Company that, together with the shares of Class A Common Stock that it redeems from the so-called “blocker corporation owners,” enables it to fulfill the overallotment option, at a price per Common Unit of $•. The parties hereto acknowledge and agree that the purchase(s) will result in “revaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.

Section 2.4 Number of Votes .

(a) Subject to the Regulatory Voting Restriction, each Member holding Common Units shall be entitled to vote on any matter submitted to a vote of the Members pursuant to the terms of this Agreement and as provided under the Act. Each Common Unit held by a Member shall carry one (1) vote.

(b) Any references in this Agreement to a majority or other proportion of units, including with respect to the percentage of units required to approve a matter, shall refer to such majority or other proportion of the voting power of such units, stock or shares, based on the votes

that the holders of such outstanding units (including Common Units subject to the Regulatory Voting Restriction) are entitled to cast as of the record date for voting on (or taking action by consent with respect to) such matter.

Section 2.5 Regulatory Voting Restriction . Notwithstanding the stated or statutory voting rights, in no event shall a Regulated Holder be entitled to cast a number of votes representing more than 4.99% of the voting power of all Units entitled to vote on any matter (including matters with respect to which such holders are entitled or required to provide their approval or consent) (such voting rights to be allocated pro rata among the Regulated Holder based on the number of Common Units held by each such holder); provided, however , that the Regulatory Voting Restriction shall not apply to matters described in Section 14.3 hereof or as otherwise provided expressly herein. The restrictions described in this Section 2.5 are referred to herein as the “ Regulatory Voting Restriction .”

Section 2.6 Governance Rights of Members . Only such matters as require Member appraisal pursuant to the Act or as may otherwise be specified herein, shall require the vote of the Members, and in any such event it shall require the vote of Members representing a majority of the Common Units (subject to the Regulatory Voting Restriction) or such other group of members as may be specified herein.

Section 2.7 General . Subject to the foregoing, the Members hereby delegate management of the Company to the Manager on the terms and conditions of ARTICLE III hereof.

Section 2.8 Liability of Members . No Member shall be liable as such for the liabilities, debts or obligations of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities, debts or obligations of the Company.

Section 2.9 Meetings of Members and Notice/Action by Written Consent . Meetings of the Members shall be held at such times and upon such terms and conditions as the Manager shall from time to time determine. Any actions required or permitted by this Agreement to be taken by the Members may be taken without a meeting if the action is approved, in a written consent of the Members entitled to vote on such action, by Members holding not less than the minimum number of Units that would be necessary to authorize such action in accordance with the provisions of this Agreement; provided , however , that a copy of any written consent must be sent to all Members as so as practical after the taking of such action by written consent and filed with the records of the Company.

Section 2.10 Power to Bind the Company . No Member (acting solely in its capacity as such) shall have any authority to bind the Company to any third party with respect to any matter except pursuant to a resolution expressly authorizing such action, which resolution is duly adopted by the Manager.

ARTICLE III
MANAGEMENT

Section 3.1 Management; Responsibility .

(a) The Manager shall have all the rights and powers to manage and direct the affairs of the Company, subject to the provisions of the Act and any limitations in the Company’s Articles of Organization and this Agreement as to actions required to be authorized or approved by the Members. Without prejudice to such general powers, but subject to the same limitations, the Manager shall have the following powers: (1) to determine the overarching strategy and direct the overall business of the Company; (2) to determine the compensation of the Manager and officers of the company (including officers employed by Affiliates of the Company); (3) to determine the budget; (4) to establish overall policies and mandate procedures for the conduct, promotion or attainment of the business, purposes or activities of the Company; (5) to oversee the day-to-day business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Company’s Articles of Organization or with this Agreement, as the Manager shall deem to be in the best interests of the Company; (6) to appoint and remove at the Manager’s pleasure the officers, agents, employees and consultants of the Company (including officers employed by Affiliates of the Company), and prescribe their duties; (7) to borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor; (8) to acquire real and personal property, arrange financing and enter into contracts; (9) subject to Section 6.2 , to determine the amount and timing of any distributions to the Members; and (10) to make all other arrangements and do all things which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company. It is the intent of the parties hereto that the Manager shall be deemed to be a “manager” of the Company (as defined in Section 14-11-101(15) of the Act) for all purposes under the Act.

(b) Notwithstanding any other provision of this Agreement (but subject to the last sentence of this Section 3.1(b) and ARTICLE XII of this Agreement), none of the Members or any of their respective Affiliates, members, equity holders, partners, employees, agents, portfolio companies, representatives or other related persons (each, a “ Related Person ”), shall be liable to the Company or any other Member or person for any breach of any implied duty of loyalty or due care or any other fiduciary duty, other than as a result of any acts or omissions not committed in good faith or that involve intentional misconduct. To the extent that, at law or in equity, any Related Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member or the Manager, (i) the Related Person acting under this Agreement shall not be liable to the Company or to any such other Member or the Manager (if applicable) to the extent such Related Person acted in good faith absent intentional misconduct and in accordance with the provisions of this Agreement and (ii) the Related Person’s duties and liabilities are hereby restricted by and subject in all respects to the provisions of this Agreement. Notwithstanding anything contained herein, the provisions of this Section 3.1(b) shall not apply to any Member or Manager in his capacity as a Manager or an executive officer or employee of the Company.

(c) Notwithstanding anything herein or at law or in equity to the contrary, to the fullest extent permitted by law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, or any of their respective Related Persons or Affiliates who is not an employee, consultant or service provider of the Company or its subsidiaries (an “ Exempted

Person ”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Exempted Person. No Exempted Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Exempted Person shall not be liable to the Company or to the Members for breach of any fiduciary or other duty by reason of the fact that such Exempted Person pursues or acquires such opportunity, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company. No amendment or repeal of this Section 3.1(c) shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any opportunities of which any such Exempted Person becomes aware prior to such amendment or repeal. For the avoidance of doubt, the provisions of this Section 3.1(c) shall have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any existing agreement between such Person and the Company and/or its subsidiaries, including any agreement related to any noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Person.

Section 3.2 Sole Manager . GreenSky shall be the sole Manager of the Company.

Section 3.3 No Resignation . GreenSky may not resign as the Manager of the Company.

Section 3.4 Removal . The Courts of the State of Delaware may remove the Manager for “Cause” at any time upon request of Members holding a majority of the Common Units. For purposes of this provision, “ Cause ” shall mean:

(a) the continuing failure or refusal of the Manager to perform those material duties that he is required to perform in furtherance of the business of the Company after his receipt of a detailed notice setting forth such failures and a reasonable time period to cure;

(b) the Manager engaging in an activity that is intentionally injurious to the Company;

(c) the Manager committing a fraud against the Company or using or appropriating for personal use or benefit funds or property of the Company when not authorized to do so; or

(d) the Manager committing an act of gross negligence or willful misconduct regarding the business of the Company.

Section 3.5 Vacancies . Any vacancy occurring for any reason in the position of Manager of the Company may be filled by the affirmative vote of holders of a majority of the Common Units (subject to the Regulatory Voting Restriction). A Manager elected to replace GreenSky (or a successor to such Manager) shall hold office until his earlier resignation or removal.

Section 3.6 Delegation of Authority . The Manager may delegate to one or more employees of the Company, each of whom will serve at the pleasure of the Manager, the authority to carry out the Company’s day-to-day business activities (each of whom in such capacity may be referred to individually in this Agreement as an “officer” and collectively as “officers”). Any authority delegated by the Manager under this section is subject to the limitations contained in this

Agreement, nonwaivable provisions of applicable law and the specific authorization given by the Manager; provided , however , that any authorization may be amended, modified, or revoked by a vote of the Manager at any time. For convenience of reference, the Manager may designate officers of the Company including a Chairperson, Chief Executive Officer, President, Vice President, Secretary, or Treasurer. Such officers shall have the duties assigned by the Manager.

Section 3.7 Written Action of Manager . The Manager shall not be required to hold meetings and may take actions in writing.

Section 3.8 Liability of Manager . The Manager shall not be liable as such for the liabilities, debts or obligations of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Manager for liabilities, debts or obligations of the Company.

Section 3.9 Conflict of Interest Transactions . Anything in this Agreement to the contrary notwithstanding, no Member shall be prohibited from dealing, on commercially reasonable terms, with any person or entity deemed to be an Affiliate of any Member.

Section 3.10 Devotion of Time to Company . Affiliates of the Manager may engage in any other business or non-business activity, whether or not similar to the Business of the Company, and neither the Company nor any Member shall have any right to any earnings, profits or other interest or rights with respect to such other activities.

Section 3.11 Compensation to Manager . The Manager may receive reasonable compensation at its discretion. The Manager shall be reimbursed for all reasonable costs and expenses incurred by it on behalf of the Company in accordance with the Company’s customary reimbursement policies.

Section 3.12 Limitations on Authority of Manager . The Manager shall have no authority to:

(a) do any act in contravention of this Agreement;

(b) do any act on behalf of the Company that would make it impossible to carry on the ordinary business of the Company;

(d) possess Company property, or assign the rights in specific Company property, other than for a Company purpose.

ARTICLE IV
CONTRIBUTIONS/CAPITAL ACCOUNTS/LOANS/TAX BASIS

Section 4.1 Units Held by Members . Immediately after the Reorganization, the Members hold the number of Common Units set forth on Exhibit B attached hereto.

Section 4.2 Additional Capital Contributions . No Member shall be required to make any additional Capital Contributions without the consent of such Member.

Section 4.3 Capital Accounts; Voluntary Withdrawals . A Capital Account shall be maintained for each Member in accordance with the Code and the Regulations. Except as specifically permitted pursuant to this Agreement, no Member shall have the right to withdraw from the Company or make demand for withdrawal of any part of such Member’s Capital Account.

Section 4.4 Loans . If the Company borrows funds from, or loans funds to, any Member, a loan account shall be established and maintained for such lending Member or, as the case maybe, for the Company. Subject to applicable provisions of the Code, the borrower shall pay interest at a rate acceptable to the lender.

Section 4.5 Interest . No interest shall be paid by the Company with respect to any Capital Contributions or Capital Account balances.

Section 4.6 Allocation of Liabilities . For purposes of determining the income tax basis of each Member’s interest in the Company, the liabilities of the Company, if any, shall be allocated among the Members pursuant to Section 752 of the Code and the Regulations promulgated thereunder.

ARTICLE V
ALLOCATIONS

Net Profits and Net Losses and other items of Company income, gain, credit, loss and deduction shall be allocated each Company Year among the Members as follows:

Section 5.1 Net Profits and Net Losses .

(a) Except as otherwise provided in this Agreement, Net Profits and Net Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated to the Members pro rata in proportion to their respective Company Percentages.

(b) Notwithstanding the other provisions of Section 5.1 , to the extent any Net Losses allocated to a Member under Section 5.1 would cause such Member (hereafter, a “ Restricted Member ”) to have a Capital Account deficit (or cause an increase in such Capital Account deficit) as of the end of the Company Year to which such Net Losses relate, such Net Losses shall not be allocated to such Restricted Member and instead shall be allocated to the other Members (the “ Permitted Members ”), in proportion to, and to the maximum extent that, the amounts in which such Net Losses may be allocated to the Permitted Members without causing any of the Permitted Members to have a Capital Account deficit.

Section 5.2 Regulatory Allocations . The provisions set forth in Exhibit C are intended to conform with the Code and Regulations and shall be interpreted in accordance therewith. Further, the Manager shall be permitted to adjust allocations of Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Company to give economic effect to the provisions of Section 6.1 , Section 10.4 and the other relevant provisions of this Agreement.

Section 5.3 Tax Allocations . For Federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under Section 5.1 and Section 5.2 , except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with the “traditional method” set forth in Regulations Section 1.704-3(b).

Section 5.4 Tax Consequences . The Members acknowledge that they are aware of the income tax consequences of the allocations made by this ARTICLE V and Exhibit C and shall be bound by the provisions of this ARTICLE V and Exhibit C in reporting their portion of Company income and loss for Federal income tax purposes.

ARTICLE VI
DISTRIBUTIONS

Section 6.1 Distributions . Distributions to the Members of Distributable Cash may be made when, as and if declared by the Manager pursuant to Section 3.1 , and such distributions to the Members shall be made pro rata in proportion to their respective Company Percentages.

Section 6.2 Tax Distributions.

(a) Subject to the Act, the other provisions of this Agreement, applicable law, and contractual limitations applicable to the Company, as subject to the availabilities of Distributable Cash, the Company shall make a ratable distribution among the Members, in accordance with their respective Company Percentages, of an aggregate amount in cash sufficient to allow each Member to pay the amount by which (i) the product of (A) a Member’s allocable share of net taxable income of the Company for the Company Year or other relevant period, and (B) the Tax Rate, exceeds (ii) the sum of the amounts distributed in cash to such Member pursuant to Section 6.1 . If there are not sufficient funds on hand to distribute the full amount otherwise required to be distributed pursuant to this Section 6.2(a) such distribution shall be made to the extent of the available funds ratably among the Members in proportion to each Member’s respective Company Percentage and the Company shall make future distributions as soon as funds become available to pay the remaining portion of such distribution ratably among the Members in accordance with their respective Company Percentage.

(b) In computing taxable income or losses for the purposes of determining the amount of distributions pursuant to this Section 6.2 , items of income, gain, loss and deduction shall be determined without regard to any adjustments pursuant to Section 743, Section 734, or Section 704(c) of the Code. In the event that the amount of the distributions made pursuant to this Section 6.2 is less than the aggregate excess tax liability of the Members, any distributions made pursuant to this Section 6.2 shall be made to all the Members in proportion to their respective shares of the excess tax liability. The amounts distributable pursuant to this Section 6.2 shall be calculated and distributed at the following times: (i) quarterly, on an estimated basis, with respect to the portion of the Company Year through the end of such quarterly period, at least 10 days prior to the date on which U.S. federal corporate estimated tax payments are due and (ii) with respect to each Company Year, at the end of such Company Year.

Section 6.3 Amounts Withheld .

(a) Withholding for Taxes . All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this ARTICLE VI for all purposes under this Agreement. The Manager is authorized to withhold from payments and distributions, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld and paid over pursuant to the Code or any other applicable law or regulation, and such amounts shall be allocated to the Member with respect to which such amount was withheld. Each Member and former Member shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, the Manager and each other Person who is or who is deemed to be the responsible withholding agent or paying agent for United States federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses relating to the Company’s, Manager’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company, the Manager or any of their Affiliates with respect to such Member or former Member or as a result of such Member’s or former Member’s ownership of Units, Transfer of Units (including by Exchange) or participation in the Company.

(b) Withholding for an Adjustment Liability . In the event the Company becomes liable for an adjustment in respect of the distributive share of a Member (or a former Member) under Section 6225 of the Code as applicable under the Partnership Audit Provisions (such liability, as reasonably determined by the Partnership Representative, the “ Adjustment Liability ”), the Company is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member in the amount of the Adjustment Liability and to remit such amount to the Internal Revenue Service or as may otherwise be required. The amount of the remitted Adjustment Liability shall be treated for all purposes of the Agreement as having been distributed or paid to the Member (or former Member) in question. If the Partnership Representative determines at any time that the Adjustment Liability with respect to a particular Member (or former Member) exceeds the amount of distributions or other amounts payable to such Member (or former Member) at such time (an “ Adjustment Liability Shortfall ”), the Member (or former Member) in question shall immediately make a cash contribution to the Company equal to the amount of such Adjustment Liability Shortfall, which the Company shall use to effectuate the remittance. The amount of the Adjustment Liability Shortfall so contributed shall not be treated as a Capital Contribution for purposes of the Agreement and the associated remittance to the taxing authority shall not be treated as a distribution for purposes of the Agreement. The obligations of each Member (or former Member) under this Section 6.3(b) shall remain binding for as long as is necessary to resolve the income tax matters relating the Company and for Members and former Members to satisfy their payment obligations. Additionally, the obligations of each Member (or former Member) under this Section 6.3(b) shall survive the transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company and shall apply jointly and severally to such Member and former Member and direct or indirect transferees or successors to such Member or former Member’s interests.

ARTICLE VII
ISSUANCE OF ADDITIONAL UNITS

Section 7.1 Units . Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the “effective time” of the Reorganization, the Units will be comprised of a single class of Common Units. To the extent required pursuant to Section 7.2 , the Manager may create one or more classes or series of Common Units or preferred Units solely to the extent they are in the aggregate substantially equivalent to a class of common stock of GreenSky or class or series of preferred stock of GreenSky; provided that as long as there are any Members of the Company (other than GreenSky), then no such new class or series of Units may deprive such Members of, or dilute or reduce, the pro rata share of all interests they would have received or to which they would have been entitled if such new class or series of Units had not been created except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Market Price in an aggregate amount, equal to the pro rata share allocated to such new class or series of Units and the number thereof issued by the Company.

Section 7.2 Authorization and Issuance of Additional Units .

(a) The Company shall undertake all actions, including, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) unvested shares of Class A Stock issued pursuant to Incentive Plans, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by GreenSky that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by GreenSky to the equity capital of the Company). In the event GreenSky issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by GreenSky will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event GreenSky issues, transfers or delivers from treasury stock or repurchases or redeems GreenSky’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, GreenSky holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company that (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of GreenSky so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky

and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 7.2 . Simultaneously with any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units, GreenSky shall implement a comparable adjustment to the Class B Common Stock so as to maintain at all times a one-to-one ratio between the number of Common Units owned by Members other than GreenSky and the number of outstanding shares of Class B Common Stock.

(b) The Company shall be permitted to issue additional Units or other equity securities in the Company only to the Persons and on the terms and conditions provided for in, this Section 7.2 . Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine, and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 7.5 without the requirement of any consent or acknowledgement of any other Member.

Section 7.3 GreenSky Incentive Plans.

(a) Options Granted to Persons other than LLC Employees . If at any time or from time to time, in connection with any Incentive Plan, a stock option granted over shares of Class A Common Stock to a Person other than an LLC Employee is duly exercised:

(i) GreenSky shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to the exercise price paid to GreenSky by such exercising Person in connection with the exercise of such stock option.

(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 7.3(a)(i) , GreenSky shall be deemed to have contributed to the Company as a Capital Contribution, in lieu of the Capital Contribution actually made and in consideration of additional Common Units, an amount equal to the Market Price of a share of Class A Common Stock as of the date of such exercise multiplied by the number of shares of Class A Common Stock then being issued by GreenSky in connection with the exercise of such stock option.

(iii) GreenSky shall receive in exchange for such Capital Contributions (as deemed made under Section 7.3(a)(ii) ), a corresponding number of Units of a class correlative to the class of equity securities for which such stock options were granted.

(b) Options Granted to LLC Employees . If at any time or from time to time, in connection with any Incentive Plan, a stock option granted over shares of Class A Common Stock to an LLC Employee is duly exercised:

(i) GreenSky shall sell to the optionee, and the optionee shall purchase from GreenSky, for a cash price per share equal to the Market Price of a share of Class A Common Stock at the time of the exercise, the number of shares of Class A Common Stock equal to the quotient of (x) the exercise price payable by the optionee in connection with the exercise of such

stock option divided by (y) the Market Price of a share of Class A Common Stock at the time of such exercise.

(ii) GreenSky shall sell to the Company (or if the optionee is an employee of, or other service provider to, a Subsidiary, GreenSky shall sell to such Subsidiary), and the Company (or such Subsidiary, as applicable) shall purchase from GreenSky, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 7.3(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Company (or such Subsidiary) shall be the Market Price of a share of Class A Common Stock as of the date of exercise of such stock option.

(iii) The Company shall transfer to the optionee (or if the optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such LLC Employee and as additional compensation to such LLC Employee, the number of shares of Class A Common Stock described in Section 7.3(b)(ii) .

(iv) GreenSky shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the GreenSky connection with the exercise of such stock option. GreenSky shall receive for such Capital Contribution, a number of Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(c) Restricted Stock Granted to LLC Employees . If at any time or from time to time, in connection with any Incentive Plan any shares of Class A Common Stock (other than shares of Class A Common Stock issued upon exercise of a stock option) are issued to an LLC Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such LLC Employee terminates his or her employment with the Company or any Subsidiary) in consideration for services performed for the Company or any Subsidiary:

(i) GreenSky shall issue such number of shares of Class A Common Stock as are to be issued to such LLC Employee in accordance with the Incentive Plan;

(ii) On the date (such date, the “ Vesting Date ”) that the Market Price of such shares is includible in taxable income of such LLC Employee, the following events will be deemed to have occurred: (a) GreenSky shall be deemed to have sold such shares of Class A Common Stock to the Company (or if such LLC Employee is an employee of, or other service provider to, a Subsidiary, to such Subsidiary) for a purchase price equal to the Market Price of such shares of Class A Common Stock, (b) the Company (or such Subsidiary) shall be deemed to have delivered such shares of Class A Common Stock to such LLC Employee, (c) GreenSky shall be deemed to have contributed the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution, and (d) in the case where such LLC Employee is an employee of a Subsidiary, the Company shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) The Company shall issue to GreenSky on the Vesting Date a number of Units equal to the number of shares of Class A Common Stock issued under Section 7.3(c)(i) in consideration for a Capital Contribution in cash in an amount equal to the product of (x) the number of such newly issued Units multiplied by (y) the Market Price of a share of Class A Common Stock.

(d) Future Stock Incentive Plans . Nothing in this Agreement shall be construed or applied to preclude or restrain GreenSky from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of GreenSky, the Company or any of their respective Affiliates. The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by GreenSky, amendments to this Section 7.3 may become necessary or advisable and that any approval or consent to any such amendments requested by GreenSky shall be deemed granted by the Manager without the requirement of any further consent or acknowledgement of any other Member.

(e) Anti-dilution Adjustments . For all purposes of this Section 7.3 , the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Incentive Plan and applicable award or grant documentation.

Section 7.4 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan . Except as may otherwise be provided in this ARTICLE VII , all amounts received or deemed received by GreenSky in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by GreenSky to effect open market purchases of shares of Class A Common Stock, or (b) if GreenSky elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by GreenSky to the Company in exchange for additional Common Units. Upon such contribution, the Company will issue to GreenSky a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

Section 7.5 Repurchase or Redemption of shares of Class A Common Stock . If, at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by GreenSky for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held by GreenSky, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by GreenSky (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by GreenSky.

Section 7.6 Incentive Units . Pursuant to the terms of one or more Incentive Plans approved by the Manager, the Manager may provide for the issuance of Incentive Units in order to provide equity incentive compensation to executives and other service providers of the Company and its Affiliates, with such terms, conditions, rights and obligations, including vesting, forfeiture and repurchase and the Manager’s ability to reissue Incentive Units that cease to be

outstanding as a result of forfeitures or repurchases, as may be determined by the Manager and as set forth herein, in the Incentive Plan, and in the related Incentive Unit Agreements pursuant to which any such Incentive Unit may be awarded.

ARTICLE VIII
TRANSFER OF COMMON UNITS

Section 8.1 Restrictions on Members . Except as expressly permitted in this Agreement, or as consented to by the Manager, no Member shall directly or indirectly (including through the sale of the Member by its parent entity or equityholders), sell, transfer, assign, give, bequeath, devise, donate, exchange, pledge, hypothecate, enter into a derivative contract or similar arrangement with respect to, encumber, distribute or otherwise dispose of, either voluntarily or by operation of law (a “ Transfer ”), all or any part of the Common Units or any rights or interests therein, whether now owned or hereafter acquired; provided, however, that:

(a) A Member may Transfer all or any portion of his or her Units, together with an equal number of shares of Class B Common Stock, in exchange for an equal number of shares of Class A Common Stock to GreenSky pursuant to the terms of one or more Exchange Agreements,

(b) an individual Member may Transfer all or any portion of his or her Units without consideration to its (i) Family Group if such Member is treated as the owner of such Units within the meaning of Section 676 of the Code provided that such Transfer complies with the requirements of Section 8.2 or (ii) in the case of an employee exercising options, a limited liability company owned by the employee or the employee and the employee’s spouse,

(c) all or any portion of an individual Member’s Units (which, in the case of Incentive Units, shall only include vested Units) may, on the death of such Member, be Transferred without consideration to its Family Group, provided that such Transfer complies with the requirements of Section 8.2 ,

(d) Financial Technology Investors, LLC and Founders Technology Investors, LLC may Transfer all or any portion of their Units without consideration to David Zalik or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2 ,

(e) GS Investment Holdings, LLC may Transfer all or any portion of its Units without consideration to Robert Sheft (in his capacity as an owner or as an individual Member) or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2 ,

(f) An Institutional Member may Transfer all or any portion of its Units to a partner, shareholder, member or affiliated investment fund of such Member, provided such Transfer complies with requirements Section 8.2 .

The Transfers described in Section 8.1(b) through Section 8.1(f), are “ Permitted Transfers ,” and the transferees in such Permitted Transfers are “ Permitted Transferees .” Any

transfer in violation of the terms of this Agreement shall be null and void ab initio and without any force or effect. No Member shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be null and void ab initio . A Permitted Transferee pursuant to this Section 8.1 may Transfer its, his or her Units pursuant to this Section 8.1 only to the Member who transferred such Units to such Permitted Transferee (the “ Transferor Member ”) or to a person that would be a Permitted Transferee of such Transferor Member at the time of such subsequent Transfer. Any Unit Transferred by a Member shall remain subject to the same restrictions that were applicable to such Unit while held by such Member. The Company shall not, except for Transfers or issuances made in accordance with the terms and conditions of this Agreement, cause or permit the issuance or Transfer of any Unit to be made on its books.

Each Member that is not an individual agrees and acknowledges that (i) any direct or indirect transfer, issuance, redemption or other similar transaction in which the beneficial ownership of the equity interests in such Member changes shall be deemed a “Transfer” hereunder and shall be subject mutatis mutandis to the restrictions set forth in this ARTICLE VIII , (ii) such Member shall cause such Transfer to be made only in compliance with this Agreement as if the interest so transferred were a Unit and (iii) in the event that any direct or indirect beneficial owner of such Member effects any such Transfer of the equity interests of such Member, other than in compliance with the terms of this Agreement (as if the interest so transferred were a Unit), such Member shall be in breach of this Agreement (regardless of whether such Member had the right to prohibit or impede such Transfer or had knowledge of such Transfer). Notwithstanding the foregoing, but without by implication in any way impacting any Permitted Transfers, (x) in no event shall the transfer, issuance or redemption of limited partnership interests in an Institutional Member (or any beneficial owner of an Institutional Member) that is a fund be deemed a “Transfer” hereunder and (y) nothing in this ARTICLE VIII shall restrict any Transfer of equity interests in an Institutional Member or the ultimate parent of an Institutional Member (or in any corporation, trust, limited liability company, general or limited partnership or other entity controlling or under common control with a fund that beneficially owns equity interests of an Institutional Member).

Section 8.2 Conditions Precedent to Transfer .

(a) Any implication in this ARTICLE VIII to the contrary notwithstanding, no Transfer shall be effective unless there shall be furnished to the Manager evidence in form and substance reasonably satisfactory to the Manager (which shall, if requested by the Manager, include an opinion of counsel reasonably satisfactory to the Manager and obtained at the sole expense of the intended transferor) that:

(i) the proposed Transfer is exempt from the registration requirements of the Securities Act of 1933, as from time to time amended, and will not result in a violation of any applicable state blue sky or other securities laws;

(ii) the proposed transferee (A) accepts in writing all the terms and provisions of this Agreement and the purchase agreement applicable to the transferor with respect to the Units being transferred; and (B) has paid all reasonable expenses in connection with its admission as a Member;

(iii) all debts and obligations (if any) of the transferor Member to the Company with respect to the transferred Units (including without limitation any due, but unpaid, Capital Contributions) have been paid;

(iv) the proposed Transfer does not result in a violation of applicable laws;

(v) the proposed Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));

(vi) the proposed Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;

(vii) the proposed Transfer is in compliance with, and does not cause the Company to lose its status as a partnership for purposes of, laws governing federal and state income taxes;

(viii) the proposed Transfer is not made to any person who lacks the legal right, power or capacity to own Units;

(ix) the proposed Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);

(x) the proposed Transfer does not cause the Company to become a reporting company under the Exchange Act; and

(xi) the proposed Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Section 8.3 Transfer Guidelines . The Manager shall use reasonable best efforts to be eligible for the 100-partner private placement safe harbor (within the meaning of Regulations Section 1.7704-1(h), and shall have the discretion to establish reasonable transfer guidelines in order to comply with any of the safe harbor provisions of Regulations Section 1.7704-1, as it reasonably determines to be necessary based on the advice of counsel.

Section 8.4 Rights of Assignees . Subject to Section 8.5 , an Assignee of a Unit has no right to participate in the management of the business and affairs of the Company or to become a Member. The Assignee is only entitled to receive allocations of Net Profits and Net Losses, and distributions of Distributable Cash and capital attributable to the Unit.

Section 8.5 Admission of Substitute Members . An Assignee of a Unit shall be admitted as a Substitute Member, and admitted to all the rights of the Member who initially assigned the Unit, only upon compliance with the requirements of Section 8.1 and Section 8.2 . If so admitted, the Substitute Member shall have all of the rights and powers, and shall be subject to all the restrictions and liabilities, of the Member assigning the Unit. Except as otherwise agreed by the

Company, the admission of a Substitute Member shall not release the Member assigning the Unit from any liability to the Company that may have existed prior to such approval.

Section 8.6 Creditors of Members . In no instance shall a creditor of a Member be entitled to rights greater than those of an Assignee set forth in Section 8.5 above.

Section 8.7 Paramount Provision . The parties to this Agreement expressly acknowledge and agree that the restrictions on transfer contained herein (i) are reasonable and necessary for the efficient operation of the Company, and (ii) are not, and shall not be construed as being, an unlawful restraint on alienation of a Common Unit.

ARTICLE IX
DISSOCIATION OF A MEMBER

Section 9.1 Events of Dissociation . A Member shall cease to be a Member (a “ Dissociated Member ”) upon the occurrence of any of the following events (an “ Event of Dissociation ”):

(a) such Member: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in any proceeding of this nature; (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s properties;

(b) if, within one hundred twenty (120) days after the commencement of any proceeding against such Member seeking the reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding shall not have been dismissed, or if within ninety (90) days after the appointment without his or her consent or acquiescence of a trustee, receiver or liquidator of such Member or of all or any substantial part of such Member’s properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any stay, the appointment is not vacated;

(c) the attempt by such Member to encumber or otherwise transfer his Units in violation of the terms of this Agreement (including indirect transfers prohibited by Section 8.1 );

(d) with respect to any individual Member, the death of such Member or the entry of an order by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s property; or

(e) the dissolution, winding-up or liquidation of any Member that is a corporation, partnership or other entity.

Section 9.2 Loss of Management Rights . Upon the occurrence of any Event of Dissociation set forth in Section 9.1 hereof, the Dissociated Member shall become an Assignee and, unless and until such Assignee shall become a Substitute Member in accordance with

ARTICLE VIII hereof, shall lose all rights with respect to the management of the Company set forth in this Agreement.

ARTICLE X
DISSOLUTION

Section 10.1 Events of Dissolution . The Company shall be dissolved upon the first to occur of the following events:

(a) unanimous decision of the Manager and Members; or

(b) the disposition by sale, foreclosure, or condemnation of substantially all of the Company’s assets other than cash.

The Members hereby agree that the Company shall not dissolve prior to the occurrence of an event of dissolution described in this Section 10.1 and that no Member shall seek a dissolution of the Company under Section 14-11-603 of the Act.

Section 10.2 Statement of Assets . Upon a termination of the Company, each of the Members shall be furnished with a statement, certified by the Company, setting forth the assets and liabilities of the Company as of the date of complete dissolution.

Section 10.3 Execution of Documents . The Manager shall have full authority to make, execute, deliver and record any and all documents required or deemed necessary or desirable by it to effect and reflect the termination and dissolution of the Company.

Section 10.4 Winding-up and Distribution of Assets . Upon the occurrence of an event of dissolution described in Section 10.1 hereof, the Company shall cease to carry on its business and the Manager shall wind up the Company’s affairs and dissolve the Company in accordance with the provisions of Section 14-11-605 of the Act and as hereinafter set forth:

(a) Prior to any distribution to the Members, the Manager shall set aside from the assets of the Company sufficient assets to be applied to the payment of creditors other than Members and their Affiliates, in the order of priority provided by law (whether by making immediate payment or the making or reasonable provision for payment thereof).

(b) After the payment required by Section 10.4(a) hereof and after giving effect to all contributions, distributions and allocations for all periods, any remaining assets of the Company shall be distributed in accordance with Section 6.1 .

Section 10.5 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts . If any Member has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all Company Years, including the Company Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not

be considered a debt owed to the Company or to any other third-party for any purpose whatsoever. In the discretion of the Manager, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this ARTICLE X may be:

(a) Distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Manager, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to Section 10.4 hereof; or

(b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Section 10.6 Rights of Members . Except as otherwise provided in this Agreement, each Member shall look solely to the property of the Company for the return of its Capital Contribution or any loan he has made and shall have no right or power to demand or receive property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the debts or liabilities of the Company are insufficient to return any such loan or a Member’s Capital Contribution, the Members shall have no recourse against the Company or any Member.

Section 10.7 Allocations During Period of Liquidation . During the period commencing on the first day of the Company Year during which an event of dissolution occurs and ending on the date on which all of the assets of the Company have been distributed to the Members pursuant to Section 10.4 hereof, the Members shall continue to share Net Profits, Net Losses, gain, loss, and other items of Company income, gain, loss or deduction in the manner provided in ARTICLE V and Exhibit C hereof.

Section 10.8 Character of Liquidating Distribution . All payments made in liquidation of the Units of a Member shall be made in exchange for the Units of such Member in Company property pursuant to Section 736(b)(1) of the Code, including the interest of such Member in Company goodwill.

Section 10.9 Form of Liquidating Distributions . For purposes of making distributions required by Section 10.4 hereof, the Manager may determine whether to distribute all or any portion of the Company’s property in-kind or to sell all or any portion of the Company’s property and distribute the proceeds therefrom.

Section 10.10 Cancellation of Certificate . Upon the completion of the winding-up of the Company’s affairs and distribution of the Company’s assets, the Company shall be terminated and the Members shall cause the Company to execute and file a Certificate of Termination in accordance with Section 14-11-609 of the Act.

ARTICLE XI
WAIVER OF PARTITION

The Members agree that irreparable damage and harm shall be done to the goodwill and reputation of the Company and to each of the Members if any Member shall bring an action in court to partition any property of the Company. Accordingly, each Member hereby waives and renounces such Member’s right to seek or maintain a petition for the partition of any property which the Company may, at any time, own or to compel any sale thereof under the laws of any jurisdiction which has jurisdiction with respect to such petition.

ARTICLE XII
EXCULPATION AND INDEMNIFICATION

Section 12.1 Exculpation . The Manager shall owe the same fiduciary duties to the Members as it would with respect to shareholders under the Delaware General Corporation Law were the Company a Delaware corporation. Otherwise, and notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Members or Manager, or any officers, directors, managers, stockholders, members, partners, employees, representatives or agents of any of the foregoing or any Affiliate of the foregoing (collectively, the “ Covered Persons ”) nor any former Covered Person shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided a court of competent jurisdiction shall not have determined that such act or omission constitutes fraud, willful misconduct, bad faith, or gross negligence.

Section 12.2 Indemnification . To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person and each former Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“ Claims ”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person or former Covered Person shall not be entitled to indemnification under this Section 12.2 with respect to (a) any Claim with respect to which a court of competent jurisdiction has determined that such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence (b) any Claim that arises out of a breach of this Agreement, or (c) any Claim initiated by such Covered Person unless such Claim (or part thereof) (i) was brought to enforce such Covered Person’s rights to indemnification hereunder or (ii) was authorized or consented to by the Manager. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 12.2 .

Section 12.3 Effect of Modification; Survival . Any repeal or modification of this ARTICLE XII shall not adversely affect any rights of such Covered Person pursuant to this ARTICLE XII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. This ARTICLE XII shall survive any termination of this Agreement.

Section 12.4 Indemnitor of First Resort . The Company hereby acknowledges that certain Covered Persons (the “ Specified Covered Persons ”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “ Member Indemnitors ”). The Company hereby agrees and acknowledges that (a) it is the indemnitor of first resort with respect to the Specified Covered Persons, (b) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (c) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company with respect to any claim for which the Specified Covered Persons have sought indemnification from the Company shall affect the foregoing and the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the Company.

Section 12.5 Non-exclusivity of Rights . The rights conferred on any Covered Person by this ARTICLE XII shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Agreement, agreement, vote of members or disinterested directors or otherwise.

ARTICLE XIII
TAX ELECTIONS AND RESTRICTIONS

Section 13.1 Section 754 Election . The Company shall have in effect an election under Section 754 of the Code (and corresponding elections under state and local law) for the taxable year of the Company that includes the date hereof.

Section 13.2 General Elections and Limitations . The Manager shall be authorized, in its sole discretion, to make all elections required or permitted with respect to Federal or state taxes on Company tax returns; provided, however, no election shall be made by either the Company or the Members to be excluded from the application of the provisions of Subchapter K of Subtitle A of the Code or from any similar provisions of any state tax law.

Section 13.3 Partnership Representative.

(a) Pursuant to the Partnership Audit Provisions, the Manager shall be designated and may, on behalf of the Company, at any time, and without further notice to or consent from any Member, act as the “partnership representative” of the Company (within the meaning given to such

term in Section 6223 of the Code) (the “ Partnership Representative ”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative is hereby authorized, and shall have the discretion based upon the advice of counsel, to make all elections under Sections 6225 and 6226 of the Code and the Regulations thereunder. Each Member agrees to cooperate with the Company and the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings, including the making of, and compliance with, any elections with respect thereto. Notwithstanding the foregoing, the Partnership Representative, the Company, and its agent or Affiliates, shall only require a Member to file amended tax returns in accordance with Section 6225(c)(2) of the Code (or any similar provisions under state, local or non-U.S. law) if, after taking into account the best interests of the Company and the Members as a whole, it is recommended based on the advice of counsel or the Company’s tax return preparer. The Partnership Representative shall keep Members reasonably informed regarding any material income tax proceedings, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any such tax proceedings to the extent permitted by applicable law. Nothing herein shall diminish, limit or restrict the rights of any Member under the Partnership Audit Provisions.

(b) In the event the Company incurs any liability for taxes, interest or penalties:

(i) The Partnership Representative may, or if such amounts are material, shall, cause the Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative, in its sole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be treated as a Capital Contribution; and

(ii) Any amount not paid by a Member (or former Member) within ten (10) days following the receipt of the request to pay delivered by the Partnership Representative shall be treated for purposes of this Agreement as withholding payment governed by Section 6.3(b) hereof.

(iii) The obligations of each Member (or former Member) under this Section 13.3 and Section 6.3(b) shall survive the transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company.

Section 13.4 Tax Treatment of the Company . The Company shall be treated as a partnership for U.S. federal, state, local and non-U.S. tax purposes, to the extent applicable. The Manager and the Members shall take no action (or fail to take any action) that could cause the Company to be treated as other than in accordance with the first sentence of this Section 13.4 .

ARTICLE XIV
MISCELLANEOUS PROVISIONS

Section 14.1 Confidentiality .

(a) Each Member acknowledges that during the term of this Agreement, it will have access to and become acquainted with trade secrets, proprietary information and confidential information belonging to the Company and its Affiliates that are not generally known to the public, including, but not limited to, information concerning business plans, financial statements and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists or other business documents that the Company treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium) (collectively, “ Confidential Information ”). In addition, each Member acknowledges that: (i) the Company has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides the Company with a competitive advantage over others in the marketplace; and (iii) the Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Member is subject, no Member shall, directly or indirectly, disclose or use (other than solely for the purposes of such Member monitoring and analyzing its investment in the Company), including, without limitation, use for personal, commercial or proprietary advantage or profit, any Confidential Information of which such Member is or becomes aware. Each Member in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft.

(b) Nothing contained in Section 14.1(a) shall prevent any Member from disclosing Confidential Information: (i) upon the order of any court, regulatory body or administrative agency; (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Member; (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests; (iv) to the extent necessary in connection with the exercise of any remedy hereunder; (v) to the other Member(s); or (vi) to such Member’s Affiliates, representatives or agents who, in the reasonable judgment of such Member, need to know such Confidential Information and agree to be bound by the provisions of this Section 14.1 as if a Member; provided , that in the case of clause (i), (ii) or (iii), such Member shall (A) other than in the case of routine regulatory examinations, notify the Company and other Members of the proposed disclosure as far in advance of such disclosure as practicable (but in no event make any such disclosure before notifying the Company and other Members) and (B) use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment satisfactory to the Company, when and if available. Notwithstanding anything herein to the contrary, the Investor or any other Member that is an institutional investor and any of their respective Affiliates may make customary disclosures to their limited partners and prospective limited partners in the ordinary course of business, subject to customary confidentiality obligations. It is further expressly acknowledged that nothing in Section 14.1(a) , this Section 14.1(b) or otherwise in this Agreement shall limit or otherwise apply to disclosure by a Regulated Holder or any of its representatives to any banking regulatory authority with jurisdiction over the Regulated Holder or any of its Affiliates, and that, for the avoidance of doubt, neither the Regulated Holder nor any of its representatives shall have any obligation to notify the Company of any such examination or communication.

(c) The restrictions of Section 14.1(a) shall not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of a disclosure by a Member in violation of this Agreement; (ii) is or has been independently developed or conceived by such Member without use of Confidential Information; or (iii) becomes available to such Member or any of its Affiliates, representatives or agents on a non-confidential basis from a source other than the Company, the other Members or any of their respective Affiliates, representatives or agents, provided , that such source is not known by the receiving Member to be bound by a confidentiality agreement regarding the Company.

(d) The obligations of each Member under this Section 14.1 shall survive for so long as such Member remains a Member, and for three years following the earlier of (i) termination, dissolution, liquidation and winding up of the Company, (ii) the withdrawal of such Member from the Company, and (iii) such Member’s Transfer of its Units.

Section 14.2 Benefit . This Agreement shall be binding upon, and shall inure to the benefit of, the Members specifically named herein and, as provided in this Agreement, their respective heirs, administrators, executors, transferees, successors and permitted assigns.

Section 14.3 Amendment . This Agreement shall be amended only upon the favorable vote of (a) Members representing a majority of the outstanding Units, and (b) approval of the Manager; provided that any amendment to, or restatement of, this Agreement that modifies the Regulatory Voting Restrictions shall require approval of the Members subject to the Regulatory Voting Restrictions.

Section 14.4 Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be delivered by nationally recognized overnight carrier or by hand or by messenger or by electronic mail with receipt confirmed, and shall be addressed to the intended recipient party at such party’s address appearing in Exhibit B (or at the address of the Company’s principal office, in the case of notices to the Company), or at such other address as such intended recipient party shall have furnished to the sending party. Each such notice or other communication shall, for all purposes of this Agreement, be treated as effective or having been given when delivered or when delivery is refused.

Section 14.5 Books, Records, Accounting, Tax, Reports and Access .

(a) At all times during the existence of the Company, the Company shall keep, or cause to be kept, true books of account in which shall be entered fully and accurately each transaction of the Company. Such books of account, together with an executed copy of this Agreement (and all amendments thereto), shall, at all times, be maintained at the principal office of the Company and be open to the reasonable inspection and examination by the Voting Members or their duly authorized representatives during normal business hours.

(b) As soon as reasonably practicable after the end of each Company Year, but in no event later than 120 days after the end thereof, there shall be delivered to each Member an annual financial statement showing the financial condition of the Company at the end of such Company Year and the results of its operations for the Company Year then ended.

(c) The Company shall cause income tax returns for the Company to be prepared, at Company expense, and timely filed with the appropriate authorities. Within 60 days after the end of each Company Year and within 15 days of the due date for estimated tax payments, each Member shall be furnished with a statement indicating the amounts of any Net Profits and Net Losses allocated to such Member, and the amount of any distributions made to such Member pursuant to this Agreement. The Company shall pay all required taxes attributable to the Company, if any, including without limitation any sales taxes. The Company shall provide each Member with the necessary apportionment data for all state tax returns.

(d) The Company shall furnish each Member with it Schedule K-1 within 60 days of the end of each Company Year. Each Member shall provide the Company with information relevant to tax status or reporting of the Company as reasonably requested by the Company from time to time.

(e) Notwithstanding anything to the contrary in this Section 14.5 , any other provision of this Agreement or the Act, any Member that is, or is an Affiliate of, a financial institution that is a lender or a participant in any of the Company’s loan programs shall not be entitled to inspect or otherwise have access to any performance or other data that identifies loans owned by any other financial institution.

Section 14.6 Bank Accounts . All funds of the Company shall be deposited in the Company’s name in one or more amounts at such Federally-insured bank, savings and loan or building and loan, or other commercial institutions, as the Manager shall, from time to time, determine. Withdrawals from any such accounts shall be made upon such signature(s) as the Manager shall, from time to time, designate.

Section 14.7 Investment Representation and Indemnity . Each Member, by executing this Agreement or any agreement to be bound by this Agreement, represents to the other Members and to the Company that:

(a) such Member has acquired his or its Unit in the Company with the intent of holding such interest for investment and without the intent of participating, directly or indirectly, in any “sale or distribution” (for securities laws purposes) unless he or it shall first comply with all applicable securities laws;

(b) such Member is a bona fide resident of the state of its mailing address as shown in this Agreement; and

(c) such Member shall indemnify the other Members and the Company from and against any and all loss, damage, liability, claims and expenses incurred, suffered or sustained by any of them in any manner because of the falsity of any representation made in this Section 14.7 including, without limitation, liability which would not have occurred (had such representation been true) for violation of the securities laws of the United States or of any state.

Section 14.8 Governing Law . This Agreement and all matters arising hereunder shall be construed and interpreted according to, and governed by, the laws of the State of Georgia without regard to the principles of conflicts of laws thereof.

Section 14.9 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 14.10 Jurisdiction; Service of Process . Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement (whether based on contract, tort or any other theory) must be brought against any of the parties in Fulton County, Georgia, or in the United States District Court for the Northern District of Georgia, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

Section 14.11 Counsel . The parties acknowledge that the Company was represented by legal counsel at all times during the preparation of this Agreement. The Company’s legal counsel has advised each Member that a conflict may exist between the interests of such Member and those of the Company or the other Members. The Company’s legal counsel has further advised each Member to seek the advice of independent counsel before entering into this Agreement. Each Member has had all information necessary to make an informed decision with regard to this Agreement and the opportunity to consult with independent counsel before entering into this Agreement and, with the Company, waives all claims against the Company’s legal counsel regarding any possible conflict of interest with regard to this Agreement or its preparation. The parties also acknowledge that the Company’s legal counsel may currently represent, or may have represented, one or more of the Members or its Affiliates in other matters; and the parties hereby waive any actual or potential conflict of interest arising out of that representation, and consent to the representation of the Company in this matter and to the continued representation of the parties in other matters.

Section 14.12 Limited Liability Company . The parties to this Agreement agree to form a limited liability company and do not intend to form a partnership under the laws of the State of Georgia or any other laws; provided , however , that, as set forth in Section 13.4 , to the extent permitted by law, the Company will be treated as a partnership for U.S. Federal, state, local and non-U.S. tax purposes, to the extent applicable.

Section 14.13 Construction . In the event any provision of this Agreement shall be found to be void by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void provision had not been included herein unless such void provision or clause shall be so significant as to materially affect the Members’ expectations regarding this Agreement. Otherwise, the Members agree to replace any

void provision with a valid provision which most closely approximates the intent and economic effect of the void provision.

Section 14.14 Interpretation . The parties hereto acknowledge and agree that (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto, regardless of which party was generally responsible for the preparation of this Agreement.

Section 14.15 Entire Agreement . This Agreement, together with all exhibits and schedules hereto and all other agreements referenced herein and therein, including, for the avoidance of doubt, the Exchange Agreement and the Tax Receivable Agreement, contains the entire agreement of the parties hereto relating to the subject matter hereof and supersedes all prior contracts, agreements, discussions and understandings between them. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or the acquiescing party has knowledge of the nature of the performance and an opportunity for objection.

Section 14.16 Headings . All headings in this Agreement are for convenience only, are not a part of this Agreement and shall not be used as an aid in the construction of any provision hereof.

Section 14.17 Number and Gender . As used herein, the singular and plural each includes the other, the masculine, feminine and neuter each include the others, and this Agreement shall be read accordingly when required by the facts.

Section 14.18 Waiver . A waiver of any default or breach hereunder by any party hereto shall not constitute a waiver by such party of any other default or breach, or a subsequent waiver by such party of the same default or breach. Further, to be effective, any waiver shall be in writing and shall be signed by the party granting such waiver; provided that any waiver of any rights under this Agreement shall be treated as an amendment to such rights with respect to the matter that is subject of the waiver, and approval of such waiver shall be provided in accordance with Section 14.3 .

Section 14.19 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of the counterparts together shall constitute one and the same instrument.

Section 14.20 Remedies; Prevailing Party . Any Person having any rights under any provision of this Agreement will be entitled to enforce its rights under this Agreement to recover damages and costs (including attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this

Agreement. In the event of any litigation arising from any claim, controversy, dispute or cause of action based upon, arising out of or relating to this agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including court costs, attorneys’ fees, and all other related expenses incurred in such claim, controversy, dispute or cause of action.

(Signatures appear on the following pages)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.

	COMPANY

	GreenSky Holdings, LLC

	By:
		Chief Executive Officer

(Signature Page to Operating Agreement)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.

	COMPANY

	GreenSky, Inc.

	By:
		Chief Executive Office

(Signature Page to Operating Agreement)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.


	(Member Name)


	By:
	Name:
	Title:

(Signature Page to Operating Agreement)

EXHIBIT A

DEFINITIONS

The terms listed below have the meanings given to them in the referenced sections:

Term	Section
Agreement	Preamble
Adjustment Liability	6.3(b)
Adjustment Liability Shortfall	6.3(b)
Business	1.4
Cause	3.4
Claims	12.2
Confidential Information	14.1
Company	Preamble
Covered Persons	12.1
Dissociated Member	9.1
Event of Dissociation	9.1
Exempted Person	3.1
GreenSky	Background
Member Indemnitors	12.4
Partnership Representative	13.3(a)
Permitted Members	5.1
Permitted Transfers	8.1
Permitted Transferees	8.1
Regulatory Voting Restriction	2.4
Related Person	3.1(b)
Restricted Member	5.1
Specified Covered Persons	12.4
Transfer	8.1
Transferor Member	8.1
Vesting Date	7.3

As used in this Agreement, each of the following terms shall have the specific definition indicated:

“ Act ” means the Georgia Limited Liability Company Act, as from time to time amended, or any provisions from time to time in effect and corresponding thereto.

“ Adjusted Capital Account Deficit ” means the deficit balance, if any, in a Member’s Capital Account at the end of the relevant taxable period after giving effect to the following adjustments:

(i)

The crediting to such Capital Account of any amount which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Sections 1.704¬2(g)(1) and 1.704-2(i)(5); and

(ii)

debiting thereto the items described in Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1 (b)(2)(ii)(d)(6).

The foregoing is intended to comply with the provisions of Regulations Section 1.704- 1(b)(2)(ii)(d), and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to any individual, corporation, partnership, limited liability company, trust or other entity (collectively referred to as a “ person ”), any of the following:

(i)

any person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person;

(ii)

any person owning or controlling ten percent (10%) or more of the outstanding voting securities or beneficial interest of another person;

(iii)

any person who is an officer, director, general partner or trustee of such person, or anyone acting in a substantially similar capacity to such person;

(iv)

any person who is an officer, director, general partner, trustee or holder of ten percent (10%) or more of the voting securities or beneficial interest of any of the foregoing; and

	(v)	with respect to Ithan Creek Investors USB, LLC, any mutual funds or similar pooled vehicles or accounts that are controlled by, under common control with, managed or advised by the same management company or registered investment advisor (or an affiliate of such management company or registered investment advisor) as Ithan Creek Investors USB, LLC;

		but shall not be deemed to include (a) any person providing legal, accounting or other professional services to the Company, its Members or their Affiliates merely by reason of the provision of such services or (b) any portfolio company of the Investor or its Affiliates.

For avoidance of doubt, with respect to an Institutional Member, an Affiliate shall also include any Affiliated Fund.

“ Affiliated Fund ” means each corporation, trust, limited liability company, general or limited partnership or other entity controlling or under common control with the relevant Institutional Member.

“ Assignee ” means a transferee of a Unit who shall not have been admitted as a Substituted Member.

“ Capital Account ” means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

(i)

To each Member’s Capital Account there shall be credited (A) such Member’s Capital Contributions, (B) such Member’s distributive share of

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Net Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 1 or Section 2 of Exhibit C hereof, and (C) the amount of any Company liabilities assumed by such Member or that are secured by any property distributed to such Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704- 1(b)(2) (iv)(d) (2);

(ii)

To each Member’s Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 1 or Section 2 of Exhibit C hereof, and (C) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company;

(iii)

In the event Units are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units; and

(iv)

In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Members), the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any person pursuant to ARTICLE X hereof upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

“ Capital Contribution ” means, with respect to any Member, the amount of money and the fair market value of assets (when contributed) as reasonably determined by the Manager, in each

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case, contributed to the Company with respect to such Member’s Units, including initial and additional contributions.

“ Class A Common Stock ” means the Class A Common Stock, par value $.01, of GreenSky.

“ Class B Common Stock ” means the Class B Common Stock, par value $.01, of GreenSky.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Units ” means the Units designated as Common Units under this Agreement.

“ Company Minimum Gain ” has the same meaning as the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-(2)(d).

“ Company Percentage ” of a Member on a pertinent date means the ratio (expressed as a percentage) of the number of Common Units held by such Member to the aggregate Common Units held by all Members.

“ Company Year ” means the accounting period of the Company.

“ Contributed Property ” means property contributed by a Member to the Company, the income tax basis of which to the Company is determined, in whole or in part, by reference to the income tax basis of such property (or of any property exchanged for such property) in the hands of such Member.

“ Depreciation ” means, for each Company Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Company Year for Federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such Company Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such Company Year bears to such beginning adjusted tax basis; provided , however , that if the adjusted basis for Federal income tax purposes of an asset at the beginning of such Company Year is zero ($0), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members.

“ Distributable Cash ” means the excess, if any, of

(i)

the Company’s aggregate cash receipts (other than Capital Contributions) over

(ii)

the aggregate of the Company’s expenditures from such cash receipts (including, but not limited to, debt service and debt reduction with respect to any loans made by Members to the Company) and such amounts as the Manager determines are reasonable to retain from such cash receipts for Company purposes;

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provided , however , that retained amounts shall become Distributable Cash when the Manager determines that their retention is no longer necessary; provided , further , however , that Distributable Cash shall not be reduced by depreciation, amortization, cost recovery deductions and other similar non-cash expenses.

“ Economic Risk of Loss ” means the economic risk of loss that a Member or a Related Person bears for a Company liability as determined under Regulations Section 1.752-2.

“ Effective Date ” means ●, 2018.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Exchange Agreement(s) among the Company, GreenSky and the other Persons named therein providing generally for the exchange of Common Units, together with shares of Class B Common Stock, for Class A Common Stock.

“ Family Group ” means, with respect to a Person who is an individual, (i) such Person’s spouse and direct descendants (whether natural or adopted) (collectively, for purposes of this definition, “ relatives ”), and (ii) any trust, the trustee of which is such Person and which at all times is and remains solely for the benefit of such Person and/or such Person’s relatives.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Gross Asset Value ” shall mean, with respect to any asset, the adjusted basis of the asset for federal income tax purposes, except as follows:

(a) with the exception of contributions in the form of cash, the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Manager;

(b) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values as reasonably determined by the Manager, immediately prior to the following times: (i) the acquisition of additional Units or other interests in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for Units or other interests in the Company; (iii) the grant of Units in the Company (other than a de minimis number of Units) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member (including the grant of Incentive Units); and (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that adjustments pursuant to subsections (i), (ii) and (iii) of this subclause (b) shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interest of the Members in the Company;

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(c) the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution as reasonably determined by the Manager; and

(d) the Gross Asset Values of the Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subclause (vii) of the definition of “Net Profits and Net Losses;” provided , however , that such Gross Asset Values shall not be adjusted pursuant to this subclause (d) to the extent that the Manager determines that an adjustment pursuant to subclause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subclause (d).

“ Incentive Plan ” shall mean the Equity Incentive Plan of the Company or any successor plan of the Company.

“ Incentive Unit Agreement ” shall mean an agreement between a Member and the Company evidencing an award of Incentive Units.

“ Incentive Units ” shall mean the membership interests including, without limitation, Profits Interests (and options to purchase membership interests) in the Company issued to certain of the Company’s Manager, executives and other service providers and designated as such upon issuance, having the powers, preferences, rights, qualifications, limitations and restrictions set forth herein, in the Incentive Plan and the applicable Incentive Unit Agreements.

“ Institutional Member ” means a bank, bank holding company, or investment fund, or a subsidiaries thereof.

“ IPO ” means the initial public offering of shares of Class A Common Stock by GreenSky.

“ LLC Employee ” means an employee of, or other service provider to, the Company or any Subsidiary, in each case acting in such capacity.

“ Manager ” means the person or persons designated or elected as such pursuant to ARTICLE III of the Agreement, and initially shall mean GreenSky in such capacity.

“ Market Price ” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the • Exchange or, if the Class A Common Stock is not listed or admitted to trading on the • Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc.

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Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Class A Common Stock selected by Board of Directors of GreenSky or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as determined in good faith by the Board of Directors of GreenSky.

“ Member(s) ” means, individually, each of the signatories to this Agreement other than the Company and, collectively, all of the Members, and includes any party or parties substituted for any of them pursuant to ARTICLE VIII hereof.

“ Member Nonrecourse Debt ” has the same meaning as the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Debt Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations 1.704-2(i)(3).

“ Member Nonrecourse Deductions ” has the same meaning as the term “partner nonrecourse deductions” in Regulations 1.704-2(i)(1) and 1.704-(2)(i)(2).

“ Net Precontribution Gain ” means the net gain (if any) that would have been recognized by the distributee Member under Section 704(c)(1)(B) of the Code if all property that (i) had been contributed to the Company within seven (7) years of the distribution and (ii) is held by the Company immediately before the distribution had been distributed by the Company to another Member. If any portion of the property distributed consists of property that had been contributed by the distributee Member to the Company, then such property shall not be taken into account in determining Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company.

“ Net Profits and Net Losses ” means, for a Company Year, an amount equal to the Company’s taxable income or loss for such period determined in accordance with Code Section 703(a), adjusted as follows:

(i)

There shall be included all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1);

(ii)

any income of the Company exempt from Federal income tax shall be added;

(iii)

any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted;

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(iv)

in the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (a) or (b) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits and Net Losses;

(v)

gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(vi)

in lieu of the depreciation, amortization and other cost recovery deductions calculated pursuant to Code Section 703(a), there shall, be taken into account Depreciation for such Company Year, computed in accordance with the definition of Depreciation;

(vii)

to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits and Net Losses; and

(viii)

any item of Company income, gain, loss or deduction which shall be specially allocated pursuant to Sections 1 and 2 of Exhibit C hereto shall not be included in Net Profits and Net Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Exhibit C , Sections 1 and 2 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (ii) through (vii) above.

“ Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(b)(1) and 1.704-2(c).

“ Nonrecourse Liability ” has the meaning set forth in Regulations Section 1.704-2(b)(3).

“ Partnership Audit Provisions ” means the Bipartisan Budget Act of 2015 and Sections 6221-6231 of the Code (and the Regulations promulgated thereunder), as amended thereunder.

“ Person ” or “ person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability

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company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Profits Interest ” means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures.

“ Regulated Holder ” means a bank or bank holding companies, together with its subsidiaries.

“ Regulations ” means the Federal income tax regulations promulgated under the Code; including temporary Regulations, as amended.

“ Regulatory Allocations ” has the meaning ascribed to it in Section 2 of Exhibit C hereto.

“ Reorganization ” means the transactions described in the Reorganization Agreement among the Company, GreenSky, and the other parties thereto dated as of •, 2018.

“ Related Person ” means a person having a relationship to a Member described in Regulations Section 1.752-4(b).

“ Subsidiary ” means any corporation, partnership, joint venture or other entity of which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests.

“ Substitute Member ” means an Assignee who shall have been admitted to all of the rights of membership pursuant to this Agreement (other than as set forth in Section 8.5 ). As a Substitute Member, an Assignee shall succeed to the Capital Account of the transferor Member and all the terms and conditions of this Agreement (other than as set forth in Section 8.5 ) shall inure to the benefit of, and be binding upon, such Substitute Member, his estate, his personal representatives, his heirs and legatees, and his successors in interest.

“ Tax Rate ” means the greater of (i) 45% or (ii) a rate equal to the highest effective marginal combined federal, state and local income tax rate for a Company Year applicable to Parent for such Company Year, taking into account the character of the relevant tax items (e.g., ordinary or capital) as reasonably determined by the Manager, which, with respect to each of clauses (i) and (ii), in no event shall exceed the highest effective marginal combined federal, state and local income tax rate for a Company Year applicable to any individual or corporation that is a resident of New York State and New York City.

“Tax Receivable Agreement” means the Tax Receivable Agreement among the Company, GreenSky and the other Persons named therein providing generally GreenSky will agree to pay those other Persons 85% of certain cash tax savings, if any, in United States federal, state and local taxes that GreenSky realizes or is deemed to realize in connection with the Reorganization transactions, the offering-related transactions and any future exchanges ofUnits for Class A Common Stock pursuant to the Exchange Agreement.

“Unit ” means a portion of the interest of a Member in the Company, including any and all benefits to which such Member may be entitled to under the Act and in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement.

“ Value ” means (a) for any stock option, the Market Price for the trading day immediately preceding the date of exercise of a stock option under such stock option; and (b) for any equity

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security other than a stock option, the Market Price for the trading day immediately preceding the Vesting Date.

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EXHIBIT B

MEMBERSHIP UNITS

AND COMPANY PERCENTAGES

[To Follow]

EXHIBIT C

ALLOCATIONS

1. (a) Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 1 to the contrary, if there shall be a net decrease in Company Minimum Gain for a Company Year, each Member shall be specially allocated items of Company income and gain for such Company Year (and, if necessary, subsequent Company Years) equal to each such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). If a minimum gain chargeback shall exceed the Company’s income and gain for the Company Year, such excess shall be treated as a minimum gain chargeback requirement in each succeeding Company Year until fully charged back. This Section is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.7042(f) and shall be interpreted consistently therewith.

(b) Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 1 to the contrary, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Year, each Member who has a share of Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Company Year (and, if necessary, subsequent Company Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704- 2(j)(2). This Section is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset . In the event any Member shall unexpectedly receive any adjustments, allocations or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), there shall subsequently be specially allocated to such Member items of income and gain so as to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible; provided , however , that an allocation pursuant to this Section 1(c) shall be made only if, and to the extent, such Member would have an Adjusted Capital Account Deficit after all allocations provided for in this Exhibit C , other than those required by this Section 1(c) , have been made.

(d) Gross Income Allocation . In the event any Member shall have Adjusted Capital Account Deficit at the end of any Company Year, there shall be specially allocated to each such Member subsequent items of income or gain in the amount of such excess as quickly as possible; provided , however , that an allocation pursuant to this Section 1(d) shall be made only if, and to the extent, such Member would have a negative Capital Account balance after all other allocations

provided for in this Exhibit C , other than those required by Section 1(c) hereof and this Section 1(d) , have been made.

(e) Nonrecourse Deductions . Nonrecourse Deductions for any Company Year or other period shall be allocated among the Members, pro rata , based on their respective share of Net Profits and Net Losses under Section 5.1 .

(f) Member Loan Nonrecourse Deductions . Any Nonrecourse Deductions for any Company Year or other period pertaining to any nonrecourse loan made by a Member to the Company shall be allocated to the Member who bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). If more than one Member bears the economic risk of loss, such deduction shall be allocated between or among such Members in accordance with the ratios in which such Members share such economic risk of loss.

(g) Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743 (b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704- 1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Units in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Units in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

2. Curative Allocations . The allocations set forth in Sections 1 and 5 of this Exhibit D (the “ Regulatory Allocations ”) are intended to comply with certain requirements of Regulations Section 1.704. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 2 . Therefore, notwithstanding any other provision of this Exhibit C (other than the Regulatory Allocations), the Members shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 5.1 of the Agreement.

3. Allocations Upon Transfer . Any implication in this Agreement to the contrary notwithstanding, if any Unit shall be transferred during any Company Year, the Net Profits and Net Losses allocable with respect to such Unit for such Company Year shall be allocated between the transferor and the transferee on the basis of the number of days in such Company Year each party was, according to the books and records of the Company, the owner of record of the Unit transferred, unless the transferor and transferee agree to use the closing of the books method, and agree to pay the costs of the Company in effectuating such closing of the books. Anything in this Section 4 notwithstanding, however, items described in Code Section 706(d)(2)(B) must be allocated pursuant to Code Section 706(d)(2).

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4. Tax Treatment of Certain Distributions . To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Manager shall endeavor not to treat distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or Member Nonrecourse Debt.

5. Section 737 Gain . In the case of any distribution by the Company to a Member, such Member shall be treated as recognizing gain in an amount equal to the lesser of:

(a) the excess (if any) of (i) the fair market value of the property (other than money) received in the distribution, over (ii) the adjusted basis of such Member’s interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or

(b) the Net Precontribution Gain of the Member.

Allocations pursuant to this Section 7 are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

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Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into as of September 25, 2014 (“Effective Date”) between GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), and David Zalik, a resident of the State of Georgia (“Employee”).

The Company or its affiliate has previously employed Employee. The Company desires to continue to employ Employee to provide the services set forth herein. Employee agrees to provide such services in accordance with the terms and conditions of this Agreement.

The parties therefore agree as follows:

1. Employment.

a. Position . The Company shall employ Employee as its Chairman and Chief Executive Officer, to perform the services and duties customarily associated with such positions, as well as any additional lawful duties properly assigned to him by the Company from time to time during the term of Employee’s employment as set forth in this Agreement, and Employee accepts such employment.

b. Best Efforts. Employee will use his best efforts to perform his duties in accordance with the business plans, goals, and policies of the Company in effect during the term of his employment and in accordance with instructions given to Employee by the Company. The Company in return agrees to provide Employee with resources and support to perform services and duties of such positions.

2. Compensation and Benefits.

a. Base Compensation. During the term of Employee’s employment, the Company shall pay to Employee a base salary annualized at $500,000 (“Base Salary”) to be paid in accordance with the Company’s standard payroll practices. Employee’s Base Salary shall be subject to periodic review no less frequently than annually and such periodic adjustments, if any, as the Company shall deem appropriate in accordance with the Company’s procedures and practices in effect from time to time regarding the salaries of employees. The term “Base Salary” as used in this Agreement shall refer to the Base Salary as may be adjusted from time to time in accordance with the terms thereof.

b. Incentive Compensation. During the term of Employee’s employment, Employee shall be eligible to receive a yearly performance bonus (“Bonus”) in accordance with a bonus plan to be developed by the Company with input from Employee. The bonus plan will provide for a target Bonus of 50% of Base Salary for attainment of set objectives, and may be scaled up or down, for failure to achieve, or over achievement, respectfully, of the set objectives. Any annual Bonus will be paid to Employee no later than March 15 of the subsequent calendar year.

c. Severance Pay. If: (1) Employee is terminated without Cause or (2) Employee voluntarily terminates his employment with the Company for Good Reason, the Company shall continue to pay Employee his Base Salary and, subject to customary employee payments, provide Employee health and other insurance benefits, for the “severance period.” The “severance period” shall be twenty-four months in the above instances and in the event that the termination occurs following or as a result of a Sale of the Business (as defined in Operating Agreement of GreenSky Trade Credit, LLC as of the date hereof). In addition, if (1) Employee is terminated without Cause or (2) Employee voluntarily terminates his employment with the Company for Good Reason, the Company shall pay Employee his Bonus for the year in which termination occurs, determined on a pro-rata basis based upon the number of completed calendar months within such year prior to the termination and actual results for the year, at the same time that other Employees receive their incentive compensation with respect to such year, but in all events no later than March 15 of the subsequent calendar year. As a pre-condition to the payment of any severance or benefits following termination (other than as required by applicable law), Employee shall execute a full release in the form customarily required by the Company.

d. Employee Benefits. Employee shall be eligible to participate in employee benefit programs, including, without limitation, medical and hospitalization programs, now or hereafter made available by the Company to its senior executives, subject to the terms, conditions, and eligibility requirements of such programs. The Company reserves the right to modify or terminate any existing program or adopt new programs in its sole discretion.

e. Deductions. Any and all payments to Employee hereunder shall be subject to the deductions and withholdings as are required by law and the Company’s usually and customary payroll practices.

f. Expenses. Employee shall be reimbursed for expenses that are reasonably incurred in the performance of Employee’s duties hereunder in accordance with the standard expense reporting and other policies of the Company then in effect. The Company will also provide a PDA/cellphone to Employee at its expense and pay for the customary costs (including monthly service costs) for such device.

g. Vacation. In addition to the Company-wide holidays or other paid days off, Employee shall be entitled to take twenty days of paid time off in each calendar year, in accordance with the standard policies of the Company in effect from time to time as determined by the Company in it sole discretion. Vacations shall be scheduled at such times as not to materially interfere with the business of the Company.

h. Reserved.

3. Employment Period. This Agreement shall be effective from the date set forth in the introductory paragraph of this Agreement, and shall continue until terminated in accordance with Section 4.

4. Termination.

a. Termination without Cause. Employee agrees that his employment with the Company is “at will,” and that either party may terminate this Agreement at any time upon 30 days’ advance written notice to the other party. In the event of such termination, (i) Employee shall be entitled to all compensation due under the terms of this Agreement at the time of termination, and any and all compensation which becomes due to the Employee under the terms of this Agreement, and (ii) the Company shall have the right to dismiss Employee prior to the expiration of such period upon payment of such compensation, but such compensation shall not be considered pensionable compensation.

b. Termination for Good Reason. For the purpose of this agreement, Good Reason shall mean with respect to one or more of the following (i) a reduction in Base Salary or Bonus opportunity unless, in the case of a reduction occurring prior to a Sale of the Business, the percentage reduction is generally applicable to all senior executives; (ii) a material reduction of Employee’s duties and responsibilities from those generally attendant to the role of chief financial officer or a reduction in title; (iii) a relocations of Employee’s principle workplace to a location outside of the Atlanta, Georgia metropolitan area without the consent of Employee; and (iv) the Company’s material breach of this Agreement, which in the cases of clauses (i) – (iv) above, is not cured within 30 days after written notice thereof by the Employee to the Company; provided that written notice of such breach must be delivered by the Employee to the Company within 30 days after the date Employee first knew or should reasonably have known of the occurrence of any such event in the order for Employee’s resignation with Good Reason to be effective hereunder.

c. Termination upon Death or Permanent Disability. This Agreement shall terminate upon Employee’s death or ten business days after written notice by the Company of termination upon or during the continuance of the Permanent Disability of Employee. The term “Permanent Disability” shall mean a determination by a mutually selected licensed physician that Employee is by reason of physical or mental incapacity substantially unable to fulfill his performance obligations of the Company for a period of three consecutive months. A Permanent Disability shall be deemed to commence upon the expiration of the three-month period. In the event of termination for death or Permanent Disability, Employee is entitled to any and all compensation which is due at the time of death or Permanent Disability, and/or becomes due after the time of death or Permanent Disability under the terms of this Agreement.

d. Termination for Cause. The Company may terminate this Agreement for Cause (as defined below) with immediate effect and without notice. The Company’s compensation obligations shall cease as of the date of termination for Cause, except that Employee is entitled to any and all compensation that is due and owed at the date of termination. For the purposes hereof “Cause” shall mean Employee’s: (i) fraud or dishonesty against the Company; (ii) commission of a felony involving moral turpitude; (iii) use of alcohol or illegal drugs to the extent that job performance is adversely affected; (iv) failure for any reason to follow the reasonable and lawful directives of the Company which failure continues or recurs after fifteen (15) days following written notice by the Company to Employee; (v) conduct that involves moral turpitude that could adversely affect the Company’s good name and reputation in the market; or (vi) any material breach of the terms of any written agreement between Employee

and the Company which the Employee has signed and been provided a copy, which breach continues after fifteen (15) days following written notice by the Company to Employee.

5. Business Protection.

a. As used in this Section:

“Business of the Company” means providing consumer financing to individuals through programs sponsored by retailers, distributors, manufacturers and others.

“Restricted Period” means the period beginning on the date Employee’s employment by the Company or any of its affiliates ends (the “Termination Date”) and ending twelve (12) months thereafter.

“Restricted Territory” means, and is limited to, the states in which the Company originated $1 million or more in financing during the most recent twelve months period prior to the Termination Date.

“Material Contact” means contact in person, by telephone or by paper or electronic correspondence, in furtherance of the business interests of the Company.

b. Employee agrees that during Employee’s employment hereunder and during the Restricted Period, Employee shall not, within the Restricted Territory, perform services on his own behalf or on behalf of any other person or entity, which are the same as or similar to those he provided to the Company and which support any business activities which compete with the Business of the Company.

c. Employee agrees that during Employee’s employment hereunder and during the Restricted Period, Employee shall not, directly or indirectly, solicit any actual or prospective retailers, distributors or manufactures that sponsor financing programs of the Company with whom Employee had Material Contact, for the purpose of providing financing products that compete with the Business of the Company.

d. Employee agrees that during Employee’s employment hereunder and during the Restricted Period, Employee shall not, directly or indirectly, solicit any actual or prospective financing source of the Company with whom Employee had Material Contact, for the purpose of having that financing source provide financing in support of any business activities that compete with the Business of the Company.

e. Employee agrees that during Employee’s employment hereunder and during the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee or independent contractor of the Company with whom Employee had Material Contact to terminate such employment or contract with the Company.

f. During the term of this Agreement, Employee will have access to and become familiar with various trade secrets and proprietary and confidential information of the

Company, its subsidiaries and affiliates, including, but not limited to, processes, designs, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, product plans, marketing plans, strategic plans, customer lists, methods of doing business and other confidential information (collectively, referred to as “Trade Secrets”) which are owned by the Company, its subsidiaries and/or affiliates and regularly used in the operation of its business, and as to which the Company, its subsidiaries and/or affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets (1) are secret and not known in the industry; (2) give the Company or its subsidiaries or affiliates an advantage over competitors who do not know or use the Trade Secrets; (3) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (4) are valuable, special and unique assets of the Company or its subsidiaries or affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company or its subsidiaries or affiliates. Employee may not use in any way or disclose any of the Trade Secrets, directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment under this Agreement, if required in connection with a judicial or administrative proceeding, or if the information becomes public knowledge other than as a result of an unauthorized disclosure by the Employee. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Employee or otherwise coming into his possession, will remain the exclusive property of the Company and may not be removed from the premises of the Company under any circumstances without the prior written consent of the Company (except in the ordinary course of business during Employee’s period of active employment under this Agreement), and in any event must be promptly delivered to the Company upon termination of Employee’s employment with the Company. Employee agrees that upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Employee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Company. For this purpose, Employee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in Employee’s name, place and stead to perform any act.

6. Arbitration. Any dispute between the parties arising out of this Agreement shall be determined by binding arbitration under the rules of the American Arbitration Association. The arbitration shall be conducted in Atlanta, Georgia by a single arbitrator mutually acceptable to the parties, or, in the event the parties are unable to agree upon a single arbitrator, by a single arbitrator appointed by the Atlanta, Georgia office of such association. The cost of the arbitration shall be divided and borne equally by the parties. Notwithstanding the foregoing, the Company shall be entitled to obtain appropriate equitable relief for violations of Section 5 hereof.

Initialed by the Company:

/s/ JG

Initialed by Employee:

/s/ DZ

7. General.

a. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

b. This Agreement may not be modified or amended except by a written instrument setting forth the modification or amendment which is signed by the parties and specifically states that is modifies or amends this Agreement.

c. All titles and headings appearing in this Agreement are for identification only and are not to be used for interpretive purposes.

d. This Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns. This Agreement may not be assigned by Employee without the prior written consent of the Company.

e. All questions regarding the validity, operation, interpretation and construction of this Agreement will be governed by and determined in accordance with the laws of the State of Georgia, without regard to any contrary conflict of laws principles.

f. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

g. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions between them.

h. All written notices pursuant to this Agreement shall be made via hand delivery, certified mail (return receipt requested, postage prepaid) or overnight delivery via a commercially respected courier (service fees prepaid) to the address listed below each party’s signature hereto.

8. Death Benefits. In the event of the Employee’s death, any and all compensation which is due or becomes due to the Employee under the terms of this Agreement shall survive Employee’s death and be payable to Employee’s designated beneficiary (the “Beneficiary”). The Beneficiary shall be designated by the Employee in a separate written instrument dated and signed by the Employee and delivered to and accepted by the Company and, in the absence of such designation, shall be the Employee’s spouse as of the time of his death. It is further agreed that the Beneficiary may be changed from time to time as the Employee may desire. It is further understood that written instruments designating the Beneficiary which bears the most recent date shall be controlling.

9. Offer letter contingencies. The Company acknowledges that it has completed all aspects of the pre-employment screening process, including but not limited to, background check, reference checks, and verification of job and educational credentials, and accordingly, such contingencies are removed and of no consequence.

10. No Agreements . Employee represents that he is not subject to any non-competition or other agreements that would prohibit or otherwise limit his ability to work for the Company.

11. Section 409A . Notwithstanding any other provisions of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement and which is considered to be nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), will be provided and paid in a manner, and at such time, as complies with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Employee is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then the payment of any amount or provision of any benefit under this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after the Termination Date or, if earlier, Employee’s death (the “409A Deferral Period”), as required by Section 409A(a)(2)(B)(i) of the Code. In the event payments are otherwise due to be made in installments or periodically during such 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event, benefits are otherwise to be provided hereunder during such 409A Deferral Period, any such benefits may be provided during the 409A Deferral Period at Employee’s expense, with Employee having a right to reimbursement for such expense from the Company as soon as the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, Employee’s termination of employment shall be construed to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

The parties have executed this Agreement as of the Effective Date of this Agreement.

COMPANY:		EMPLOYEE:

GreenSky Trade Credit, LLC

By:	/s/ James M. Giuliani	/s/ David Zalik
	James M. Giuliani	David Zalik
	Chief Accounting Officer and Comptroller

Address:	1797 NorthEast Expressway	Address:	56 Mt. Paran Rd. NW
	Suite 100		Atlanta, GA 30327
	Atlanta, GA 30327

Exhibit 10.5


	GreenSky

October 18, 2014

Confidential

MR. ROBERT PARTLOW

Dear Rob:

GreenSky is pleased to offer you a full-time position to serve as its Chief Financial Officer, reporting to the GreenSky Chief Executive Officer. The position will be located in Atlanta, Georgia and includes the duties we discussed and others as assigned from time-to-time.

Your initial annual base salary will be $375,000 with an annual discretionary bonus (commencing in CY 2015) based upon mutually agreed upon achievement of personal and corporate objectives. Such Target Bonus shall be set at 50% of your annual base salary. Subsequent years’ objectives will be determined prior to the start of each calendar year. in addition to the above compensation, you will be issued fifty thousand (50,000) GreenSky Trade Credit, LLC common unit purchase options, such options to vest ratably on each of the 5 anniversary dates following your commencement of employment with the Company. Such vesting shall accelerate upon a 50% change in control of the Company. Additionally, you will be provided with a $150,000 sign-on accommodation loan upon your commencement of employment with the Company, such loan to accrue interest at the mid-term federal rate, forgivable in four equal installments upon completion of months 6, 12, 18, and 24 of employment with the Company. Payroll taxes will be appropriately withheld related to amounts forgiven, with the principal amount of debt forgiven included in your annual form W-2. It is anticipated that your compensation package may increase commensurate with your performance, scope of responsibilities, and the financial performance of GreenSky. Should your employment with the Company be terminated without “Cause”, to be defined in customary fashion in a separate writing, you will be provided with six month’s “income protection”, in the form of wage continuation.

You will be paid in accordance with GreenSky’s customary payroll practice, which currently provides for bi-monthly pay periods, subject to tax withholdings and other standard payroll deductions. You will be eligible for the benefits GreenSky provides to employees at your level. The benefits are specified in the Employee Manual and currently include 15 personal time-off (PTO) days per year (earned on a pro-rata basis and to be used for vacation, sickness or personal time), health and dental Insurance; long-term disability insurance, flexible spending/cafeteria plan, and optional AFLAC supplemental insurance.

As a GreenSky employee, you will be expected to abide by all GreenSky policies, practices, and procedures. You also agree to execute and deliver, prior to your employment, GreenSky’s standard Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition, and Invention Assignment Agreement, a copy of which is attached for your execution. The Agreement contains various provisions relating to your employment including provisions restricting your use of confidential information, prohibiting you from competing for nine months after termination of

1797 Northeast Expressway • Suite 100 • Atlanta, GA 30329 • 404-832-4100

employment, and prohibiting you from hiring GreenSky or GreenSky employees for a period of one year from the date of your termination of employment.

Neither the contents of this letter nor any GreenSky policy, procedure or practice, whether written or verbal, or the acceptance or continuation of employment, constitutes a contract of employment or promise to employ you, nor do they create an implied duty or contractual obligation between you and GreenSky. Either you or GreenSky may terminate your employment relationship at any time and for any reason, with or without cause, reason, or advance notice. The nature of this employment relationship cannot be changed except in writing by you and an executive officer of GreenSky.

As required by law, this offer of employment is subject to satisfactory proof of your right to work in the United States. By accepting this offer, you represent and warrant that your employment with GreenSky will not violate any agreement, obligation or understanding that you may have with any third party or prior employer. This offer of employment is contingent upon completion to GreenSky’s sole satisfaction of a credit and background investigation.

If you choose to accept our offer under the terms described, please sign below and return an executed copy of this letter and an executed copy of the attached Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition, and Invention Assignment Agreement to me no later than 5:00 p.m. on October 24, 2014. Your start date will be not later than November 10, 2014.

We look forward to your favorable reply and to a productive and enjoyable working relationship. We are excited to have you join us.

Very truly yours,

/s/ David Zalik
David Zalik
Chief Executive Officer

Accepted by:

/s/ Robert Partlow


	Date of Birth:	6/16/66


	Social Security #:	###-##-####


	Date:	10/20/14

1797 Northeast Expressway • Suite 100 • Atlanta, GA 30329 • 404.832.4100

Exhibit 10.6

August 27, 2016

Mr. Christopher Forshay

#### ########

####, ##, #####

Re: Offer of Employment

Dear Chris:

GreenSky is pleased to offer you a full-time position to serve as Executive Vice President-Sales, reporting to David Zalik, the GreenSky CEO. Your start date will be on or before September 19, 2016. The position will be located in Atlanta, GA and includes the duties we discussed and others as assigned from time-to-time, including:

Senior executive responsibility for all Company revenue functions, including inside sales, outside sales, account management, sales operations, and new business development functions. Such responsibilities to include recruiting, motivating, and developing sales talent managers, and team leaders, developing and monitoring activity based reporting processes, optimizing sales productivity, sales planning and budgeting, sales engagement coordination, and development and implementation sales operations policies and procedures. Ensuring achievement of monthly, quarterly and annual sales goals is a top priority.

Your bi-weekly salary will be $9,423.08, which is equivalent to $245,000.00 on an annual basis. You will be eligible for a discretionary annual calendar year bonus up to 100% of your annual salary, to be paid out the following year, based upon achievement of personal and corporate goals, such Initial personal goals to be agreed upon within 45 days of commencement of your employment with the Company. Additional annual bonus beyond 100% to be considered if personal objectives are met and there is over performance to the EBITDA plan. Assuming that you commence employment with the Company on or before September 19, 2016, you will receive a prorated bonus for 2016, payable in March 2017, noting that you must be employed by GreenSky on the date the bonus is distributed.

In order to compensate you for (I) the cost of relocation of your principal residence to the metropolitan Atlanta area (on or before December 31, 2016), and (ii) your transition to GreenSky, upon evidencing your relocation you will receive a cash relocation and sign-on bonus (the “Sign-on Bonus”) of $125,000.00, such Sign-on Bonus to take the form of a non-interest bearing loan, such loan to be forgiven ratably over the first thirty months of your employment. Should you either voluntarily resign your employment with the Company, or be terminated for “Cause” (as defined herein) prior to completing 30 months of continuous employment with the Company, a pro rata portion of the Sign-on Bonus will be repayable upon your termination of employment. Additionally, you will be provided a temporary housing allowance of $3,000 per month through December 31, 2016 (as applicable), so as to allow you to work on-site in Atlanta five days per week upon commencement of your employment.

Following your start date, GreenSky will award you a grant of 20,000 units of profits interests equity pursuant to its standard profit interest grant agreement. Your grant will include a

“threshold amount” based on the Company’s then current period 409A valuation. Profit interests vest over a five-year vesting period, 20% per year, on Anniversaries 1-5 following the date of grant, with acceleration upon a Change of Control (as defined). Notably, a profits Interest grant allows a recipient to defer tax recognition prior to the ultimate disposition of the Interest awarded, with gain to be taxed at long-term capital gains rates (so long as the applicable long-term holding period is satisfied). Future profit interest grants will be considered based upon exceptional performance and/or expansion of assigned duties and responsibilities.

You will be paid in accordance with GreenSky’s customary payroll practice, which currently provides for bi-weekly pay periods, subject to tax withholdings and other standard payroll deductions. Employee benefits are specified in the Associate Manual and currently Includes health and dental Insurance, short and long-term disability insurance, 401k plan, life insurance, flexible spending/dependent care account, and optional AFLAC supplemental insurance. You will also be eligible for paid time off which can be used at your discretion and with manager approval. GreenSky reserves the right to modify the terms and conditions of employment at any time in its sole discretion and as required by the needs of the business.

If you are (a) terminated by the Company for any reason other than “Cause” (as defined herein), or (b) resign for “Good Reason” (as defined herein), the Company will pay you up to twelve (12) months of base pay and benefits continuation in the form of “income protection”. Such income protection payments to cease upon the earlier of twelve months or upon your acceptance of replacement employment. Payment of such monthly income protection amounts will be subject to ongoing compliance with any written restrictive covenant then in effect and in accordance with regular pay periods and subject to customary withholding. Payment of such income protection amounts will further be contingent upon your execution and timely delivery of a customary release and separation agreement.

For the purposes of this provision, “Cause” means any of the following; the current use of illegal drugs; conviction of any crime which involves moral turpitude, fraud or misrepresentation; commission of any act which would constitute a felony and which adversely impacts the business or reputation of the Company; fraud; misappropriation or embezzlement of Company funds or property; willful misconduct or reckless conduct which is materially Injurious to the reputation, business, business prospects, or business relationships of the Company; uncured violation or default on any of the material provisions of any agreement you have with the Company or any of the Company’s policies in effect from time to time; or following receipt of written notice (inclusive of detailed explanation of performance deficiencies and expectations for cure) and 90 days failure to cure such deficiencies, material and continuous failure to meet reasonable performance criteria or reasonable standards of conduct as established from time to time by the Company.

For purposes of the above provision, “Good Reason” means: (i) any material decrease in Executive’s base salary or annual bonus opportunity, (ii) the relocation of Executive’s current place of employment, or any requirement that Executive relocate outside of the Executive’s current metropolitan area; provided, however, this subsection (ii) shall not apply in the case of business travel which requires the Executive to relocate temporarily for periods of 30 days or less, (iii) the failure by the Company or any affiliate to pay the Executive any portion of the Executive’s base salary or annual bonus within 10 days after the date the same is due; or (iv) any

material failure by the Company to comply with the terms of the Executive’s accepted written offer of employment.

As a GreenSky associate, you will be expected to abide by all GreenSky policies, practices, and procedures, as outlined in GreenSky’s Associate Manual. You also agree to execute deliver, prior to your employment through the digital on-boarding process, GreenSky’s Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition, and invention Assignment Agreement. The Agreement contains various provisions relating to your employment including, but not limited to, provisions restricting your use of confidential information, prohibiting you from competing for twelve months after termination of employment, and prohibiting you from hiring GreenSky employees for a period of one year from the date of your termination of employment.

Except as may be prohibited by law, any dispute arising under the terms of this letter or otherwise relating to your employment shall be settled exclusively by arbitration in Fulton County, Georgia in accordance with the employment rules of the American Arbitration Association then in effect. However, claims by GreenSky for injunctive or other equitable relief for unfair competition or the use, misuse, misappropriation, or unauthorized disclosure of trade secrets or confidential information, or for breach of, or to prevent a breach, contemplated breach or further breach by you of Sections 1-3 of GreenSky’s Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition, and Invention Assignment Agreement, as to which you agree that GreenSky may seek and obtain relief

	/s/ GB __ Initials of GreenSky Representative
	/s/ CF __ Initials of Associate

This offer of employment is contingent upon completion to GreenSky’s sole satisfaction of professional reference checks, a customary background investigation, and completion of psychometric testing by the Executive Assessment Practice Group of Russell Reynolds Associates (“RRA”) (the results of which will be shared with you by a RRA consultant following your commencement of employment with the Company).

Please understand that this letter is not a contract of employment and your employment with GreenSky will be at will. This means that either you or GreenSky may terminate your employment at any time, for any reason, not prohibited by law. The nature of this employment relationship cannot be changed except in writing by you and an executive officer of GreenSky.

If you choose to accept our offer under the terms described, please sign below and return an executed copy of this letter to me by August 29, 2016.

We look forward to your favorable reply and to a productive and enjoyable work relationship. We are excited to have you join us.

Very truly yours,

/s/ Gerald R. Benjamin
Gerald R. Benjamin
Vice Chairman GreenSky, LLC

Accepted by:

/s/ Christopher Forshay

Date:

8/27/16

Exhibit 10.7

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of [ ], 20[ ] between GreenSky, Inc., a Delaware corporation (the “ Company ”), and [ ] (“ Indemnitee ”).

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (the “ Bylaws ”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“ DGCL ”). The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers of the Company and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve or continue to serve in such capacity; Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee . Subject to the provisions of Section 9 , the Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time, if Indemnitee was or is, or is threatened to be made, a party to, or otherwise becomes involved in, any Proceeding by reason of Indemnitee’s Corporate Status. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings other than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant, or otherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b) , Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided , however , if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the court in which the Proceeding was brought shall determine that Indemnitee is fairly and reasonably entitled to indemnification.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to or participant in and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2. Additional Indemnity . In addition to, and without regard to any limitations on the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made,

a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company). The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution .

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the fullest extent permitted by applicable law, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not, without the Indemnitee’s prior written consent, enter into any such settlement of any action, suit or proceeding (in whole or in part) unless such settlement (i) provides for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any Expense, judgment, fine, penalty or limitation on Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the fullest extent permitted by applicable law, the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or event from which such action, suit or proceeding arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or event that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and

reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, is made (or asked) to respond to discovery requests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

5. Advancement of Expenses . Notwithstanding any other provision of this Agreement (other than Section 7(e) and Section 9 ), the Company shall advance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(d) by reason of Indemnitee’s Corporate Status, within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The Indemnitee shall repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances pursuant to this Section 5 shall be unsecured and interest free. In accordance with Sections 7(d) and 7(e) of this Agreement, advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Section 5 shall not apply to claim by Indemnitee for expenses in a matter for which indemnity and advancement of expenses is excluded pursuant to Section 9 .

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company; provided , however , that if a Change in Control has occurred, the

determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 6(c) . If a Change in Control has not occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to the Indemnitee advising him or her of the identity of the Independent Counsel so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Board within 20 days after notification by Indemnitee. If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 6 , and (ii) within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected (including as a result of an objection to the selected Independent Counsel), either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c) , regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall to the fullest extent permitted by law presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof to overcome such presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to

Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall to the fullest extent permitted by law be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided , however , that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Person making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided , further , that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall to the fullest extent permitted by law be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the

Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Remedies of Indemnitee .

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such adjudication or arbitration within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a) . The Company shall not oppose Indemnitee’s right to seek any such adjudication or arbitration.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) . In any judicial proceeding or arbitration commenced pursuant to this Section 7 , Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than to establish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7 , incurs costs, in a judicial or arbitration proceeding or otherwise, attempting to enforce his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by him or her in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees or other Expenses associated with the

interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder.

(e) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company shall, if commercially reasonable, obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such officer or director under such policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement of Expenses is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of expenses in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law;

(c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company’s financial statements pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement of the Company’s financial statements or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act;

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement; or

(e) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act.

10. Non-Disclosure of Payments . Except as expressly required by the securities laws of the United States of America, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the Indemnitee an opportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances regarding the events to be reported.

11. Duration of Agreement . All agreements and obligations of the Company contained herein shall continue until and terminate upon the later of (i) twenty (20) years after the date that Indemnitee shall

have ceased to serve as a director or officer of the Company or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one (1) year after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding). Termination of this Agreement shall not adversely affect any right or protection hereunder of the Indemnitee in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such termination. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

12. Definitions . For purposes of this Agreement:

(a) “ Affiliate ” means any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares, stock or other ownership interests possessing fifty percent (50%) or more of the total combined voting power of all classes of shares, stock or other ownership interests entitled to vote, or fifty percent (50%) or more of the total value of all classes of shares, stock or other ownership interests of such corporation or other entity, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital interests of a non-corporate entity. Affiliate includes any corporation, trade or business or other entity that becomes such on or after the date hereof.

(b) “ Beneficial Owner ” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided , however , that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c) “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) The accumulation in any number of related or unrelated transactions (other than an offering of shares of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) by any Person of beneficial ownership (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from any acquisition of voting stock (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (iii) by any Significant Stockholder, (iv) by any Person that, prior to the transaction, directly or indirectly, controls, is controlled by, or is under common control with, the Company, or (v) by any Person pursuant to a merger, consolidation or reorganization (a “ Business Combination ”) that would not cause a Change in Control under subsection (b) below;

(ii) Consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the

combined voting power of the Company’s voting stock resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock of the Company and (ii) no Person other than a Significant Stockholder has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s voting stock (including any entity that as the result of that transaction owns the Company or all or substantially all of, the Company’s assets either directly or through one or more subsidiaries);

(iii) During any twelve (12)-month period, Incumbent Board Members cease to constitute a majority of the Board;

(iv) A sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above; and

(v) A complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above.

(d) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(e) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “ Enterprise ” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(g) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(h) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(i) “ Holdings ” means GreenSky Holdings, LLC.

(j) “ Incumbent Board Member ” means an individual who either is (a) a member of the Board as of the date hereof or (b) a member who becomes a member of the Board subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least sixty percent (60%) of the then Incumbent Board Members (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(k) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and disbursements of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(l) “ IPO ” means the underwritten initial public offering of shares of the Company’s Class A Common Stock.

(m) “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided , however , that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(n) “ Proceeding ” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or her or of any inaction on his or her part while acting as an officer or director of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise; in each case, whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

(o) “ Reorganization Agreement ” means the Reorganization Agreement, dated [ ], 2018, among the Company, Holdings and the holders of equity interests in Holdings prior to the transactions contemplated thereby.

(p) “ Significant Stockholder ” shall mean any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the actions described in Section 4(a), (b), (c) and (d) of the Reorganization Agreement and prior to the completion of the IPO, holds ten percent (10%) or more of the total combined voting power of all classes of common stock of the Company and/or would hold ten percent (10%) or more of the total combined voting power of all classes of common stock of the Company if their Holdings equity securities were exchanged or converted for common stock of the Company (ignoring for purposes of such calculation any common stock issued in connection with the Company’s IPO to persons or entities other than the holders of equity interests in Holdings).

13. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the fullest extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws.

14. Enforcement and Binding Effect .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b) Without limiting any of the rights of Indemnitee under the Certificate of Incorporation or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this

Agreement, at some later date, may be inadequate or impracticable, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby waives any such requirement of such a bond or undertaking.

15. Modification and Waiver . No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b) To the Company at:

GreenSky, Inc.

5565 Glenridge Connector

Suite 700

Atlanta, Georgia 30342

Attention: Steven E. Fox

e-mail:

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement also may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Headings . The headings of the paragraphs of this Agreement are inserted for convenience

only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on and as of the day and year first written above.

	GREENSKY, INC.

	By:
	Name:
	Title:


	INDEMNITEE


	Name:

	Address:

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

Exhibit 10.8

EXECUTION VERSION

Published CUSIP Numbers:
DEAL CUSIP: 39571LAA8
REVOLVER CUSIP: 39571LAB6
TERM FACILITY CUSIP: 39571LAC4

$450,000,000
CREDIT AGREEMENT

dated as of August 25, 2017

among

GreenSky Holdings, LLC ,
as the Borrower,

JPMorgan Chase Bank, N.A. ,
as Administrative Agent, Collateral Agent and Issuing Bank

and

THE OTHER LENDERS PARTY HERETO

JPMorgan Chase Bank, N.A.

and

Goldman Sachs Bank USA ,
as Joint Lead Arrangers and Joint Lead Bookrunners

FIFTH THIRD BANK,
as Documentation Agent

Table of Contents

		Page

Article I

Definitions and Accounting Terms

SECTION 1.01	Defined Terms	1
SECTION 1.02	Other Interpretive Provisions	82
SECTION 1.03	Accounting Terms	83
SECTION 1.04	Rounding	84
SECTION 1.05	References to Agreements, Laws, Etc.	84
SECTION 1.06	Times of Day and Timing of Payment and Performance	84
SECTION 1.07	Pro Forma and Other Calculations	84
SECTION 1.08	Available Amount Transaction	87
SECTION 1.09	Guaranties of Hedging Obligations	87
SECTION 1.10	Currency Generally	87
SECTION 1.11	Letters of Credit	87

Article II

The Commitments and Borrowings

SECTION 2.01	The Loans	88
SECTION 2.02	Borrowings, Conversions and Continuations of Loans	88
SECTION 2.03	Letters of Credit	90
SECTION 2.04	[Reserved]	98
SECTION 2.05	Prepayments	98
SECTION 2.06	Termination or Reduction of Commitments	108
SECTION 2.07	Repayment of Loans	109
SECTION 2.08	Interest	109
SECTION 2.09	Fees	109
SECTION 2.10	Computation of Interest and Fees	110
SECTION 2.11	Evidence of Indebtedness	110
SECTION 2.12	Payments Generally	111
SECTION 2.13	Sharing of Payments	112
SECTION 2.14	Incremental Facilities	113
SECTION 2.15	Refinancing Amendments	117
SECTION 2.16	Extensions of Loans	118
SECTION 2.17	Defaulting Lenders	121
SECTION 2.18	Loan Repricing Protection	123

Article III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01	Taxes	123
SECTION 3.02	Illegality	126
SECTION 3.03	Inability to Determine Rates	126
SECTION 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	127
SECTION 3.05	Funding Losses	128
SECTION 3.06	Matters Applicable to All Requests for Compensation	128
SECTION 3.07	Replacement of Lenders under Certain Circumstances	129
SECTION 3.08	Survival	130

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Article IV

Conditions Precedent to Credit Extensions

SECTION 4.01	Conditions to Credit Extensions on Closing Date	131
SECTION 4.02	Conditions to All Credit Extensions	132

Article V

Representations and Warranties

SECTION 5.01	Existence, Qualification and Power; Compliance with Laws	133
SECTION 5.02	Authorization; No Contravention	133
SECTION 5.03	Governmental Authorization	134
SECTION 5.04	Binding Effect	134
SECTION 5.05	Financial Statements; No Material Adverse Effect	134
SECTION 5.06	Litigation	135
SECTION 5.07	Labor Matters	135
SECTION 5.08	Ownership of Property; Liens	135
SECTION 5.09	Environmental Matters	135
SECTION 5.10	Taxes	135
SECTION 5.11	ERISA Compliance	135
SECTION 5.12	Subsidiaries	136
SECTION 5.13	Margin Regulations; Investment Company Act	136
SECTION 5.14	Disclosure	136
SECTION 5.15	Intellectual Property; Licenses, Etc.	137
SECTION 5.16	Solvency	137
SECTION 5.17	USA PATRIOT Act; Anti-Terrorism Laws; Etc.	137
SECTION 5.18	Collateral Documents	137

Article VI

Affirmative Covenants

SECTION 6.01	Financial Statements	138
SECTION 6.02	Certificates; Other Information	139
SECTION 6.03	Notices	141
SECTION 6.04	Payment of Taxes	141
SECTION 6.05	Preservation of Existence, Etc.	141
SECTION 6.06	Maintenance of Properties	142
SECTION 6.07	Maintenance of Insurance	142
SECTION 6.08	Compliance with Laws	142
SECTION 6.09	Books and Records	142
SECTION 6.10	Inspection Rights	143
SECTION 6.11	Covenant to Guarantee Obligations and Give Security	143
SECTION 6.12	Use of Proceeds	146
SECTION 6.13	Further Assurances	146
SECTION 6.14	Maintenance of Ratings	146
SECTION 6.15	Post-Closing Obligations	146

Article VII

Negative Covenants

SECTION 7.01	Liens	146

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SECTION 7.02	Indebtedness	147
SECTION 7.03	Fundamental Changes	154
SECTION 7.04	Asset Sales	157
SECTION 7.05	Restricted Payments	158
SECTION 7.06	Change in Nature of Business	166
SECTION 7.07	Transactions with Affiliates	167
SECTION 7.08	Burdensome Agreements	170
SECTION 7.09	Change in Fiscal Year	173
SECTION 7.10	Modification of Terms of Material Documents	173
SECTION 7.11	Financial Covenant	173

Article VIII

Events of Default and Remedies

SECTION 8.01	Events of Default	173
SECTION 8.02	Remedies upon Event of Default	176
SECTION 8.03	Application of Funds	176
SECTION 8.04	Right to Cure	177

Article IX

Administrative Agent and Other Agents

SECTION 9.01	Appointment and Authorization of the Administrative Agent	178
SECTION 9.02	Rights as a Lender	179
SECTION 9.03	Exculpatory Provisions	179
SECTION 9.04	Lack of Reliance on the Administrative Agent	180
SECTION 9.05	Certain Rights of the Administrative Agent	181
SECTION 9.06	Reliance by the Administrative Agent	181
SECTION 9.07	Delegation of Duties	181
SECTION 9.08	Indemnification	181
SECTION 9.09	The Administrative Agent in Its Individual Capacity	182
SECTION 9.10	[Reserved]	182
SECTION 9.11	Resignation by the Administrative Agent	182
SECTION 9.12	Collateral Matters	183
SECTION 9.13	Not Partners or Co-Venturers	184
SECTION 9.14	Administrative Agent May File Proofs of Claim	184
SECTION 9.15	Appointment of Supplemental Administrative Agents	186
SECTION 9.16	Intercreditor Agreements	186
SECTION 9.17	Secured Cash Management Agreements and Secured Hedge Agreements	187
SECTION 9.18	Withholding Tax	187
SECTION 9.19	Survival	187

Article X

Miscellaneous

SECTION 10.01	Amendments, etc.	188
SECTION 10.02	Notices and Other Communications; Facsimile Copies	192
SECTION 10.03	No Waiver; Cumulative Remedies	193
SECTION 10.04	Costs and Expenses	194
SECTION 10.05	Indemnification by the Borrower	194
SECTION 10.06	Marshaling; Payments Set Aside	195
SECTION 10.07	Successors and Assigns	195

iii

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SECTION 10.08	Resignation of Issuing Bank	202
SECTION 10.09	Confidentiality	202
SECTION 10.10	Setoff	203
SECTION 10.11	Interest Rate Limitation	204
SECTION 10.12	Counterparts; Integration; Effectiveness	204
SECTION 10.13	Electronic Execution of Assignments and Certain Other Documents	204
SECTION 10.14	Survival of Representations and Warranties	204
SECTION 10.15	Severability	204
SECTION 10.16	GOVERNING LAW	205
SECTION 10.17	WAIVER OF RIGHT TO TRIAL BY JURY	205
SECTION 10.18	Binding Effect	205
SECTION 10.19	Lender Action	205
SECTION 10.20	Use of Name, Logo, etc.	206
SECTION 10.21	USA PATRIOT Act	206
SECTION 10.22	Service of Process	206
SECTION 10.23	No Advisory or Fiduciary Responsibility	206
SECTION 10.24	Release of Collateral and Guarantee Obligations; Subordination of Liens	207
SECTION 10.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	208
SECTION 10.26	MIRE Events	208

SCHEDULES

1.01(1)	Closing Date Guarantors
1.01(2)	Closing Date Mortgaged Properties
2.01	Closing Date Commitments
4.01(1)(c)	Certain Collateral Documents
5.12	Subsidiaries and Other Equity Investments
6.15	Post-Closing Obligations
7.01	Existing Liens
7.02	Existing Indebtedness
7.05	Existing Investments
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of

A	Committed Loan Notice
B-1	Term Note
B-2	Revolving Note
C	Compliance Certificate
D-1	Assignment and Assumption
D-2	Affiliated Lender Assignment and Assumption
E	Guaranty
F	Security Agreement
G-1	Equal Priority Intercreditor Agreement
G-2	First Lien/Second Lien Intercreditor Agreement
H	United States Tax Compliance Certificates
I	Solvency Certificate
J	Discount Range Prepayment Notice
K	Discount Range Prepayment Offer
L	Solicited Discounted Prepayment Notice
M	Acceptance and Prepayment Notice
N	Specified Discount Prepayment Notice
O	Solicited Discounted Prepayment Offer
P	Specified Discount Prepayment Response
Q	Intercompany Note
R	Letter of Credit Report

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of August 25, 2017 by and among GreenSky Holdings, LLC, a Georgia limited liability company (the “ Borrower ”), JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “ Collateral Agent ”) under the Loan Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).

PRELIMINARY STATEMENTS

The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $350,000,000 of Closing Date Term Loans and $100,000,000 of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement.

The proceeds of the Closing Date Term Loans, together with cash on hand, will be used on the Closing Date (i) to repay Indebtedness incurred under the Existing Credit Agreement, if any, and (ii) to pay (A) the Specified Distribution and (B) the Transaction Expenses.

The Lenders have indicated their willingness to lend, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I

Definitions and Accounting Terms

SECTION 1.01 Defined Terms . As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto), the following terms have the meanings set forth below:

“ Acceptable Discount ” has the meaning specified in Section 2.05(1)(e)(D)(2) .

“ Acceptable Prepayment Amount ” has the meaning specified in Section 2.05(1)(e)(D)(3) .

“ Acceptance and Prepayment Notice ” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M .

“ Acceptance Date ” has the meaning specified in Section 2.05(1)(e)(D)(2) .

“ Acquired Indebtedness ” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Lender ” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14 , (b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to Section 10.01 ; provided that each Additional

Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Additional Lender, and in the case of Incremental Revolving Commitments and Other Revolving Commitments and the Issuing Bank, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any assignment to such Additional Lender under Section 10.07(b)(iii) .

“ Adjusted Eurodollar Rate ” means, with respect to any Eurodollar Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Adjusted Revolving Commitment Amount ” means, as to any Lender, such Lender’s Applicable Percentage of the Aggregate Adjusted Revolving Commitment Amount.

“ Aggregate Adjusted Revolving Commitment Amount ” means the lesser of (a) the aggregate amount of all Revolving Lender’s Revolving Commitments then in effect and (b) unless the Required Revolving Facility Lenders shall otherwise agree, (i) if, at all times during any consecutive ten (10)-calendar day period, the Unused Bank Partner Commitments are less than $500,000,000, then at all at all times thereafter until the Unused Bank Partner Commitments exceed $500,000,000, or (ii) solely during any period in which Loans Held For Sale by the Borrower and the Restricted Subsidiaries exceed 5% of AUM at all times in such period, 50% of the aggregate amount of all Revolving Lender’s Revolving Commitments then in effect. The provisions of this definition and references thereto in this Agreement, including in the definition of “Adjusted Revolving Commitment Amount” and in Article II of this Agreement, are for the benefit of the Revolving Lenders only, and the Required Revolving Facility Lenders may amend, waive or otherwise modify this definition, the definition of “Adjusted Revolving Commitment Amount” or Article II (solely in respect of the use of this defined term or the definition of “Adjusted Revolving Commitment Amount”) or waive any Default or Event of Default resulting from a breach of Article II (solely in respect of the use of this defined term or the definition of “Adjusted Revolving Commitment Amount”) in accordance with Section 10.01(1)(h) without the consent of any Lenders other than the Required Revolving Facility Lenders.

“ Administrative Agent ” has the meaning specified in the introductory paragraph to this Agreement.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Notwithstanding the foregoing, in no event will Bank Partners be considered Affiliates of the Borrower.

“ Affiliate Transaction ” has the meaning specified in Section 7.07 .

“ Affiliated Lender ” means, at any time, any Lender that is an Affiliate of the Borrower (other than (a) the Borrower or any Subsidiary or (b) any natural person) at such time.

“ Affiliated Lender Assignment and Assumption ” has the meaning specified in Section 10.07(h)(vi) .

“ Affiliated Lender Cap ” has the meaning specified in Section 10.07(h)(iv) .

“ Agent Parties ” has the meaning specified in Section 10.02(4) .

“ Agent-Related Distress Event ” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls the Administrative Agent (each, a “ Distressed Person ”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide the Administrative Agent with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit the Administrative Agent (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent.

“ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents, attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof.

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Eurodollar Rate floor or Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this definition), or otherwise, in each case, incurred or payable by the Borrower ratably to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided , further , that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, advisory fees, ticking fees, consent or amendment fees and any similar fees (regardless of how such fees are computed and whether shared or paid, in whole or in part, with or to any or all lenders) and any other fees not generally paid ratably to all lenders of such Indebtedness; provided , further , that, with respect to any Loans of an applicable Class that includes a Eurodollar Rate floor or Base Rate floor, (1) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the All-In Yield and (2) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.

“ Annual Financial Statements ” means the audited consolidated balance sheet and related audited consolidated statements of operations, members’ equity and cash flow of GreenSky, LLC and its subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016.

“ Applicable Discount ” has the meaning specified in Section 2.05(1)(e)(C)(2) .

“ Applicable Percentage ” means, in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility

represented by such Revolving Lender’s Revolving Commitments at such time, subject to adjustment as provided in Section 2.17 . If the commitment of each Revolving Lender to make Revolving Loans and the obligation of the Issuing Banks to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , or if the Revolving Commitments have otherwise expired in full, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments.

“ Applicable Rate ” means a percentage per annum equal to:

(a) with respect to Closing Date Term Loans, (i) 4.00% for Eurodollar Rate Loans and (ii) 3.00% for Base Rate Loans.

(b) with respect to Revolving Loans and unused Revolving Commitments under the Closing Date Revolving Facility and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01 , (A) 4.00% for Eurodollar Rate Loans and Letter of Credit fees, (B) 3.00% for Base Rate Loans and (C) 0.500% for the Commitment Fee Rate for unused Revolving Commitments and (ii) thereafter, the following percentages per annum , based upon the First Lien Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1) :

Pricing Level	First Lien Net Leverage Ratio	Eurodollar Rate and Letter of Credit Fees	Base Rate	Commitment Fee Rate
1	> 1.50 to 1.00	4.00%	3.00%	0.500%
2	≤ 1.50 to 1.00	3.75%	2.75%	0.375%

Any increase or decrease in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(1) ; provided that, unless the Required Revolving Facility Lenders otherwise agree in writing, “Pricing Level 1” (as set forth above) shall apply as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to but excluding the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(1) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

“ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to Letters of Credit, (i) the relevant Issuing Banks and (ii) the relevant Revolving Lenders.

“ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“ Arrangers ” means JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, each in its capacities as a joint lead arranger and a joint lead bookrunner under this Agreement.

“ Asset Sale ” means:

(1) the sale, conveyance, transfer, license or other disposition, whether in a single transaction or a series of related transactions of property or assets of the Borrower or any Restricted Subsidiary (each referred to in this definition as a “ disposition ”); or

(2) the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable Law) of any Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of:

(i) Cash Equivalents or Investment Grade Securities,

(ii) obsolete, damaged or worn out property or assets in the ordinary course of business, or any disposition of assets held for sale or no longer used or useful in the ordinary course;

(iii) assets no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the Borrower);

(iv) improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business; and

(v) assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;

(b) the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 7.03 ;

(c) any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 7.05 or any Permitted Investment;

(d) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary with a fair market value (i) for any individual transaction or series of related transactions of not more than$5,000,000 or (ii) in the aggregate for this clause (d) of not more than $15,000,000 in any fiscal year;

(e) any disposition of property or assets or issuance of securities by (i) a Loan Party to another Loan Party, (ii) by a Restricted Subsidiary that is not a Loan Party to a Loan Party or another Restricted Subsidiary that is not a Loan Party or (iii) to the extent permitted under Section 7.03 or constituting a Permitted Investment, by a Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that, to the extent any such disposition or issuance pursuant to this subclause (iii) is in reliance on Section 7.04, then the fair market value of the property or assets so disposed of or securities so issued shall not exceed $15,000,000 in the aggregate in any fiscal year;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) (i) the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement, in each case of this clause (g), to the extent they do not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole; provided that any lease, assignment, sublease, license or sublicense pursuant to this clause (g) by a Loan Party to any of its Affiliates that is not a Loan Party outside of the ordinary course of business shall be on terms not materially less favorable to such Loan

Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(h) any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with respect to assets;

(j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, sales of receivables in connection with Receivables Financing Transactions or the disposition of an account receivable in connection with the collection or compromise thereof (i) in the ordinary course of business, (ii) consistent with industry practice or (iii) in bankruptcy or similar proceedings;

(k) any disposition pursuant to a financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including asset securitizations, in each case to the extent such financing transaction is permitted hereunder;

(l) the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof; provided that any of the foregoing pursuant to this clause that is outside of the ordinary course of business (i) shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole and (ii) if done by a Loan Party to or in favor of any of its Affiliates that is not a Loan Party shall be on terms not materially less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(m) the non-exclusive licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to this clause that is outside of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole;

(n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims (i) in the ordinary course of business or (ii) consistent with industry practice;

(o) the unwinding of any Hedging Obligations;

(p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(q) the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with industry practice, which in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower and the Restricted Subsidiaries taken as a whole;

(r) the granting of a Lien that is permitted under Section 7.01 ;

(s) [reserved];

(t) the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted hereunder, which assets are not used or useful in the principal business of the Borrower and the Restricted Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition permitted hereunder;

(u) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(v) the settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related Permitted Warrant Transaction; and

(w) dispositions of Loans Held For Sale in the ordinary course of business.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form approved by the Administrative Agent.

“ Attorney Costs ” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the extent documented in reasonable detail and invoiced.

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(1)(e) ; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided , further , that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“ AUM ” on any date of determination refers to the aggregate principal balance of all Bank Partner Loan Portfolios being serviced, each as evidenced by a valid Servicing Agreement entered into by and between a Bank Partner and the Borrower and the Restricted Subsidiaries.

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(2)(c) .

“ Available Incremental Amount ” has the meaning specified in Section 2.14(4)(c) .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Partners ” means the federally insured, federal or state-chartered financial institutions and other Persons with which the Borrower and/or one or more of its Restricted Subsidiaries partners from time to time to source loans for such Bank Partner to originate pursuant to one or more Loan Origination Agreements.

“ Bank Partner Commitments ” means, collectively at any date of determination, the aggregate amount of all commitments of Bank Partners available to the Borrower and the Restricted Subsidiaries as of such date, whether funded or unfunded as of such date, each as evidenced pursuant to a valid Loan Origination Agreement.

“ Bank Partner Loan Portfolio ” means the portfolio of loans sourced by the Borrower and/or one or more of its Subsidiaries, originated by a Bank Partner and held by a Bank Partner.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Basket ” means any amount, threshold or other value (including by reference to Consolidated EBITDA or Total Assets) permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction value, judgment or other amount under any provision in Articles V , VI , VII or VIII and the definitions related thereto.

“ Big Boy Letter ” means a letter from a Lender acknowledging that (1) an assignee may have information regarding any Parent Company, the Borrower and any Subsidiary of the Borrower, their ability to perform the Obligations or any other material information that has not previously been disclosed to the Administrative Agent and the Lenders (“ Excluded Information ”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 10.07(h) or (l) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such assignee, any Parent Company, the Borrower and the Subsidiaries of the Borrower with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee, the Administrative Agent and assigning Lender.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided and other than for purposes of the definition of Officer, “Board of Directors” means the Board of Directors of the Borrower and, following the Company IPO, the Board of Directors of the Public Parent; provided that, if at any time following the Company IPO the Borrower is not a wholly-owned Subsidiary of the Public Parent, “Board of Directors” means the Board of Directors of both the Borrower and the Public Parent.

“ Borrower ” has the meaning specified in the introductory paragraph to this Agreement. Upon the consummation of any transaction permitted by Section 7.03(4) , “Borrower” shall mean the Successor Borrower.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Offer of Specified Discount Prepayment ” means any offer by any Borrower Party to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 2.05(1)(e)(B) .

“ Borrower Parties ” means the collective reference to the Borrower and each Subsidiary of the Borrower and “ Borrower Party ” means any of them.

“ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by any Borrower Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(1)(e)(C) .

“ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D) .

“ Borrowing ” means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Rate Loans, having the same Interest Period.

“ Business Day ” means any day that is not a Legal Holiday and, with respect to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, any day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“ Capital Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Lease Obligations) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.

“ Capital Stock ” means (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that is or would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“ Captive Insurance Subsidiary ” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“ Cash Collateral ” has the meaning specified in the definition of “Cash Collateralize”.

“ Cash Collateral Account ” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.

“ Cash Collateralize ” means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars as collateral, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or the relevant Issuing Bank with respect to any Letter of Credit, as applicable (and “ Cash Collateralization ” has a corresponding meaning). “ Cash Collateral ” has a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means:

(1) Dollars;

(2) in the case of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Restricted Subsidiary conducts business, such local currencies held by it from time to time in the ordinary course of business;

(3) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any commercial bank (A) organized under the laws of the United States or any state thereof or the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and (B) having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) and in each case maturing within two months after the date of acquisition thereof;

(7) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);

(8) securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) and having maturities of not more than 12 months from the date of acquisition thereof;

(9) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) with maturities of 2 years or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) with maturities of 2 years or less from the date of acquisition;

(11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);

(12) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and (ii) are rated AA by S&P and Aa by Moody’s;

(13) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (12) above; and

(14) solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable Law.

In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (3) and (5) through (14) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (3) and (5) through (14) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Borrower or any Restricted Subsidiary in the ordinary course of business, are converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“ Cash Management Agreement ” means any agreement entered into from time to time by the Borrower or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“ Cash Management Bank ” means any Person that is an Agent, a Lender or an Affiliate of an Agent or Lender on the Closing Date or at the time it entered into a Secured Cash Management Agreement, whether or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of an Agent or Lender.

“ Cash Management Obligations ” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.

“ Cash Management Services ” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including

controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

“ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“ CFC Holdco ” means (a) a Domestic Subsidiary substantially all of whose assets consist (directly or indirectly) of the Capital Stock or indebtedness of one or more Subsidiaries that are CFCs or (b) a Domestic Subsidiary substantially all of whose assets consist (directly or indirectly) of the Capital Stock or indebtedness of one or more Persons of the type described in the immediately preceding clause (a) .

“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the Closing Date.

“ Change of Control ” means the occurrence of any of the following after the Closing Date:

(1) at any time prior to the Company IPO, the Permitted Holders ceasing to beneficially own and control (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), in the aggregate, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or

(2) upon or at any time following the Company IPO, any Person or Persons constituting a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (in any such case, other than any combination of the Permitted Holders, any “group” more than 50% of the voting interest of which consists of and is controlled by Permitted Holders, one or more Permitted Holders, any employee benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, directly or indirectly, of Equity Interests of the Borrower representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of the Borrower beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders;

unless, in the case of clause (1) or (2) above, the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower; provided however , notwithstanding the foregoing, the acquisition or ownership of Equity Interests in the Borrower by a parent entity shall not in and of itself cause a Change of Control under this definition to the extent the acquisition or ownership of Equity Interests in the Borrower by the holders of Equity Interests in such parent entity would not trigger a Change of Control under this definition if such holders directly owned such Equity Interests acquired or owned by such parent entity in the Borrower.

“ Class ”, (a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Closing Date Term Loan Commitments, Revolving Commitments, Incremental Revolving Commitments, Other Revolving Commitments, Incremental Term Commitments, Commitments in respect of any Class of Replacement Loans, Extended Revolving Commitments of a given Extension Series or Other Term Loan Commitments of a given Class of Other Loans, in each case not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Closing Date Term Loans, Revolving Loans under the Closing Date Revolving Facility, Incremental Term Loans, Other Revolving Loans, Replacement Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments, or Other Term Loans, in each case not designated part of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions shall be construed to be in the same Class.

“ Class C Units ” means (1) the “Class C Units” as defined in the operating agreement of the Borrower as in effect on the date hereof and/or (2) one or more other series of equity units however designated with rights no more favorable to the holders thereof, considered as a whole, than the rights afforded the holders of the units referred to in the foregoing clause (1).

“ Closing Date ” means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 , and the Closing Date Term Loans are made to the Borrower pursuant to S ection 2.01(1) , which date was August 25, 2017.

“ Closing Date Refinancing ” means the repayment of all outstanding Indebtedness under the Existing Credit Agreement.

“ Closing Date Revolving Facility ” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date and termination of all commitments thereunder.

“ Closing Date Term Loan Commitment ” means, as to each Term Lender, its obligation to make a Closing Date Term Loan to the Borrower in an aggregate amount not to exceed the amount specified opposite such Lender’s name on Schedule 2.01 under the caption “Closing Date Term Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.14 , 2.15 or 2.16 ). The initial aggregate amount of the Closing Date Term Loan Commitments is $350,000,000.

“ Closing Date Term Loans ” means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1) .

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Collateral ” means all the “Collateral” (or equivalent term) as defined in any Collateral Document and the Mortgaged Properties, if any.

“ Collateral Agent ” has the meaning specified in the introductory paragraph to this Agreement.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(1) the Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Section 4.01(1)(c) or (b) pursuant to the Security Agreement or Section 6.11 or 6.13 at such time required by the Security Agreement or by such Sections to be delivered, in each case, duly executed by each Loan Party that is party thereto;

(2) all Obligations shall have been unconditionally guaranteed by (a) each Restricted Subsidiary of the Borrower that is a wholly owned Material Subsidiary (other than any Excluded Subsidiary), which, as of the Closing Date, shall include those that are listed on Schedule 1.01(1) hereto and (b) any Restricted Subsidiary of the Borrower that Guarantees (or is the borrower or issuer of): (i) any Permitted Incremental Equivalent Debt or (ii) any Credit Agreement Refinancing Indebtedness (the Persons in the preceding clauses (a) and (b) , collectively, the “ Guarantors ”);

(3) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected security interest, subject only to Liens permitted by Section 7.01 , in:

(a) all Equity Interests of each direct, wholly owned Material Domestic Subsidiary (other than any CFC Holdco) that is directly owned by any Loan Party; and

(b) 65% of the issued and outstanding Equity Interests of each class of (i) each wholly owned Material Domestic Subsidiary that is (a) a CFC Holdco and (b) directly owned by a Loan Party and (ii) each wholly owned Material Foreign Subsidiary that is directly owned by a Loan Party;

(4) except to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section 7.01 , and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, the Obligations and the Guaranty shall have been secured by a security interest in substantially all tangible and intangible personal property of the Borrower and each Guarantor (including accounts other than Securitization Assets), inventory, equipment, investment property, contract rights, applications and registrations of intellectual property filed in the United States, other general intangibles, and proceeds of the foregoing (in each case, other than Excluded Assets), in each case:

(a) that has been perfected (to the extent such security interest may be perfected) by:

(i) delivering certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the extent required hereunder or the Security Agreement;

(ii) filing financing statements under the Uniform Commercial Code of any applicable jurisdiction;

(iii) making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office; or

(iv) filings in the applicable real estate records with respect to Mortgaged Properties (or any fixtures related to Mortgaged Properties) to the extent required by the Collateral Documents; and

(b) with the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreements to the extent applicable; and

(5) the Collateral Agent shall have received counterparts of a Mortgage, together with the other deliverables described in Section 6.11(2)(b) , with respect to each Material Real Property listed on Schedule 1.01(2) to the extent required to be delivered pursuant to Section 6.11 or Section 6.13 (the “ Mortgaged Properties ”) duly executed and delivered by the record owner of such property within the time periods set forth in said Sections; provided that to the extent any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording

fees or taxes, (a) the relevant Mortgage shall not secure an amount in excess of the fair market value of the Mortgaged Property subject thereto and (b) the relevant Mortgage shall not secure the Indebtedness in respect of Letters of Credit or the Revolving Facility to the extent those jurisdictions impose such aforementioned taxes on paydowns or re-advances applicable to such Indebtedness unless it is feasible to limit recovery to a capped amount that would not be subject to re-borrowing; provided , further , that the Borrower shall provide at least thirty (30) days (or such shorter period as agreed by the Administrative Agent in its reasonable discretion) prior written notice to Lenders in advance of providing a Mortgage on any owned real property, and upon confirmation from each Lender that the flood insurance due diligence required to be conducted by such Lender has been completed and any other flood insurance requirements applicable to such Lender have been complied with, in each case under applicable Flood Insurance Laws, the relevant Loan Party shall provide such Mortgage (it being understood and agreed that (i) each Lender shall be deemed to have confirmed its completion of all such diligence and compliance with all such legal requirements upon the Administrative Agent or the Borrower providing a flood insurance information package relating to such real property to the Lenders in accordance with Section 6.02 unless such Lender provides written notice to the Administrative Agent and the Borrower within five (5) Business Days of such package being delivered specifying in reasonable detail any other diligence materials required by such Lender or other legal requirements not satisfied and (ii) after the effectiveness of such Mortgage, the Borrower shall provide the Administrative Agent with written notice of such effectiveness of such Mortgage (and the Administrative Agent shall provide a copy of such written notice to the Lenders).

The foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of pledges of, or security interests in, Mortgages on, or the obtaining of Mortgage Policies, surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets.

The Collateral Agent may grant extensions of time for the creation, perfection or maintenance of security interests in, or the execution or delivery of any Mortgage and the obtaining of title insurance, surveys or Opinions of Counsel with respect to, particular assets (including extensions beyond the Closing Date for the creation, perfection or maintenance of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation, perfection or maintenance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

No actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets (including any intellectual property registered or applied for in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction). The creation or perfection of a security interest through control agreements or creation or perfection of a security interest by “control” shall not be required with respect to any assets (other than in respect any promissory note in excess of $5,000,000, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Loan Party (which may be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests of the wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Collateral Documents to the extent required under clause (3) above). There shall be no (x) Guaranties governed under the laws of any non-U.S. jurisdiction, (y) requirement to obtain any landlord waivers, estoppels or collateral access letters or (z) requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.

“ Collateral Documents ” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages (if any), each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, Collateral Agent or the Lenders pursuant to Sections 4.01(1)(c) , 6.11 or 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment ” means a Revolving Commitment, Incremental Revolving Commitment, Closing Date Term Loan Commitment, Incremental Term Commitment, Other Revolving Commitment, Other Term Loan

Commitment, Extended Revolving Commitment of a given Extension Series, or any commitment in respect of Replacement Loans, as the context may require.

“ Commitment Fee Rate ” means a percentage per annum equal to the Applicable Rate set forth in the “Commitment Fee Rate” column of the chart in the definition of “Applicable Rate”.

“ Committed Loan Notice ” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of a given Class from one Type to the other or (3) a continuation of Eurodollar Rate Loans of a given Class, pursuant to Section 2.02(1) , which, if in writing, shall be substantially in the form of Exhibit A , or such other form as may be approved by the Administrative Agent and the Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and the Borrower), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.

“ Company IPO ” means consummation of the first IPO of the Borrower’s common equity or the common equity of any Parent Company after the Closing Date.

“ Compensation Period ” has the meaning specified in Section 2.12(3)(b) .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C and which certificate shall in any event be a certificate of a Financial Officer of the Borrower:

(1) certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent has otherwise obtained notice in accordance with Section 6.03(1) );

(2) in the case of financial statements delivered under Section 6.01(1) , setting forth reasonably detailed calculations of (i) Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending December 31, 2018, and (ii) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending December 31, 2017) by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event subject to prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended to be reinvested in accordance with Section 2.05(2)(b)(ii) ;

(3) commencing with the certificate delivered pursuant to Section 6.02(1) for the first full fiscal quarter ending after the Closing Date setting forth (x) a calculation of the First Lien Net Leverage Ratio as of the last day of the most recent Test Period, (y) if on the last day of the relevant fiscal quarter there are outstanding Revolving Loans and Letters of Credit (excluding (i) undrawn Letters of Credit in an aggregate amount of up to $5,000,000 and (ii) Letters of Credit (whether drawn or undrawn) to the extent Cash Collateralized or backstopped on terms reasonably acceptable to the Administrative Agent and applicable Issuing Bank) in an aggregate principal amount exceeding 25% of the aggregate principal amount of all Revolving Commitments under all outstanding Revolving Facilities, whether such First Lien Net Leverage Ratio is at or below the required First Lien Net Leverage Ratio in respect of such Test Period, and (z) whether such First Lien Net Leverage Ratio results in a change in the applicable “Pricing Level” as set forth in the definition of “Applicable Rate”;

(4) (a) setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that there has been no change in such information since the later of the Closing Date or the last report delivered pursuant to this clause (a) ) and (b) setting forth a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information since the later of the Closing Date and the last such list; and

(5) setting forth (i) a list of Unused Bank Partner Commitments of each Bank Partner as of the date of such Compliance Certificate, (ii) a calculation of AUM as of the date of such Compliance Certificate and (iii) the amount of Loans Held For Sale by the Borrower and the Restricted Subsidiaries as of the date of such Compliance Certificate and whether such amount exceeds 5% of AUM.

“ Connection Income Taxes ” means, with respect to any Recipient, any Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes, in each case imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Consolidated Current Assets ” means, as at any date of determination, the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees, derivative financial instruments and any assets in respect of Hedge Agreements, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated Current Liabilities ” means, as at any date of determination, the total liabilities of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves or severance, (E) Revolving Loans and L/C Obligations under this Agreement or any other revolving loans, swingline loans and letter of credit obligations under any other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) deferred revenue arising from cash receipts that are earmarked for specific projects, (H) liabilities in respect of unpaid earn-outs, (I) the current portion of any other long-term liabilities, (J) accrued litigation settlement costs and (K) any liabilities in respect of Hedge Agreements, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than clauses (h) , (l) and (m) ) to the extent deducted (and not added back (other than in respect of clause (e) ) in determining Consolidated Net Income for such period:

(a) Consolidated Interest Expense; plus

(b) provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income”, and any Permitted Tax Distributions made during such period; plus

(d) any other non-cash charges, expenses, losses or items reducing Consolidated Net Income for such period, including any write-offs or write-downs reducing Consolidated Net Income for such period and any increases (net of any decreases) in reserves for earn-outs and similar obligations ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower may determine not to add back such non-cash charge in the current period and (ii) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the Closing Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation ; plus

(f) (i) the amount of board of director fees and any management, monitoring, consulting, transaction, advisory and other fees (including termination fees) and indemnities and expenses paid or accrued in such period to the extent permitted under Section 7.07 and (ii) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Companies, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted hereunder; plus

(g) the amount of loss or discount on sale of receivables (other than any loss or discount on (i) Loans Held For Sale or (ii) Securitization Assets or other receivables in connection with any Securitization Facility, Receivables Financing Transaction, factoring arrangement or similar financing transaction); plus

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(i) any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits , and any other items of a similar nature; plus

(k) [reserved]; plus

(l) (x) the amount of “run-rate” cost savings, synergies and operating expense reductions related to the Transactions that are projected by the Borrower in good faith to result

from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after the Closing Date and (y) the amount of “run-rate” cost savings, synergies and operating expense reductions related to mergers and other business combinations, acquisitions, divestitures, dispositions or other specified transactions, restructurings, cost savings initiatives and other initiatives that are projected by the Borrower in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after such merger or other business combination, acquisition, divestiture, disposition or other specified transaction, restructuring, cost savings initiative or other initiative is consummated (or undertaken or implemented prior to consummation of the acquisition or other applicable transaction), in each case, calculated (1) on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period and (2) net of the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the Closing Date) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies or operating expense reduction adjustments made pursuant to Section 1.07 ); provided that such cost savings, synergies and operating expense reductions are reasonably identifiable and factually supportable; plus

(m) any payments in the nature of compensation or expense reimbursement made to independent board members; plus

(n) third-party investment banking fees in connection with Bank Partner commitments and equity investments in an aggregate amount not to exceed $5,000,000 in any fiscal year; plus

(o) (x) Transaction Expenses and (y) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed or contemplated issuance or registration of Equity Interests or the Company IPO (including any one time expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company) or any Investment or acquisition constituting a Specified Transaction, disposition constituting a Specified Transaction, recapitalization, Restricted Payment or the incurrence or registration or amendment or modification (actual or proposed) of Indebtedness (including a refinancing thereof) (in each case, whether or not consummated or successful), including (i) such fees, expenses or charges related to any Loans, the offering of Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Debt, any permitted Ratio Debt, any Permitted Refinancing, this Agreement, any other Indebtedness or any Equity Interests and (ii) any amendment, waiver or other modification of Loans, Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Debt, any permitted Ratio Debt or any Permitted Refinancing, any Loan Document, any other Indebtedness or any Equity Interests, in each case, whether or not consummated; plus

(p) the amount of any (w) restructuring costs, reserve and severance costs, (x) integration costs, business optimization expenses or costs (including charges directly related to implementation of cost-savings initiatives), retention, signing bonuses, relocation, recruiting and other employee related expenses, (y) costs and expenses associated with business expansion and startup costs for new business lines, geographic expansion or new products expected to be implemented within 12 months of the date thereof and (z) contract termination costs, future lease commitments and any costs related to the opening and closure and/or consolidation of facilities or offices; plus

(q) costs related to the implementation of operation or reporting systems or technology initiatives and the amount of any expense relating to enhanced accounting function or

other non-recurring transaction costs, including those associated with becoming a standalone entity or a public company; plus

(s) any loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of); and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition);

(b) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period; and

(c) any net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of);

provided that the aggregate amount added to Consolidated EBITDA pursuant to clause (1)(l) above and clause (1)(p)(w) above for such period shall not exceed 20.0% of Consolidated EBITDA for such period (in each case, calculated after giving effect to all such added amounts).

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07 .

“ Consolidated First Lien Secured Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and (1)(b) of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP, in each case secured by a first priority lien on the Collateral; provided, that Consolidated First Lien Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (x) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn letters of credit which have not been reimbursed within two (2) Business Days, (y) Hedging Obligations and (z) any obligations or liabilities otherwise excluded from the definition of “Indebtedness”. The Dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, including, for the avoidance of doubt:

(i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting);

(ii) interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging ;

(iii) costs associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements for interest rates;

(iv) commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Non-Recourse Indebtedness;

(v) “additional interest” owing pursuant to a registration rights agreement with respect to any securities;

(vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions;

(vii) penalties and interest relating to taxes;

(viii) accretion or accrual of discounted liabilities not constituting Indebtedness;

(ix) interest expense attributable to a Parent Company resulting from push-down accounting;

(x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting;

(xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto in connection with the Transactions, any acquisition or Investment; and

(xii) annual agency fees paid to any administrative agents and collateral agents with respect to any secured or unsecured loans, debt facilities, debentures, bonds, commercial paper facilities or other forms of Indebtedness (including any security or collateral trust arrangements related thereto), including the Facilities.

For purposes of this definition, interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication:

(1) extraordinary, non-recurring or unusual gains, losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, fees, costs, charges or expenses); restructuring costs, charges, accruals or reserves (including restructuring and integration costs related to acquisitions and adjustments to existing reserves, and in each case, whether or not classified as such under GAAP); costs and expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of facilities and fixed assets for alternative uses; Public Company Costs; costs and expenses related to the integration, consolidation, opening, pre-opening and closing of facilities and fixed assets; severance and relocation costs and expenses, one-time compensation costs and expenses, consulting fees, signing, retention or completion bonuses, and executive recruiting costs; costs and expenses incurred in connection with strategic initiatives; transition costs and duplicative running costs; costs and expenses incurred in connection with non-ordinary course product and intellectual property development; costs incurred in connection with acquisitions (or purchases of assets) prior to or after the Closing Date (including integration costs); business optimization expenses (including

costs and expenses relating to business optimization programs, new systems design, retention charges, system establishment costs and implementation costs and project start-up costs), accruals and reserves; operating expenses attributable to the implementation of cost-savings initiatives; curtailments and modifications to pension and post-employment employee benefit plans (including any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments);

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(3) Transaction Expenses;

(4) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary and, solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 7.05(a) , the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period);

(6) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) related to the application of recapitalization accounting or purchase accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

(7) income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;

(8) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(9) (a) any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration or payout of, Equity Interests (other than Disqualified Stock) by management of such Person or of a Restricted Subsidiary or, to the extent in respect of amounts constituting a Restricted Payment permitted by Section 7.05, any Parent Company, (b) noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees , and (c) any income (loss) attributable to deferred compensation plans or trusts;

(10) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the syndication and incurrence of any Facilities), any Equity Offering, recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of any securities and any Facilities) and including, in each case, any such transaction whether consummated on, after or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations );

(11) accruals and reserves that are established or adjusted in connection with the Transactions, an Investment or an acquisition that are required to be established or adjusted as a result of the Transactions, such Investment or such acquisition, in each case in accordance with GAAP;

(12) any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement;

(13) any non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815— Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825— Financial Instruments ;

(14) any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

(15) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees , or any comparable regulation;

(16) any non-cash rent expense;

(17) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and

(18) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, Consolidated Net Income will include the amount of proceeds received or receivable from business interruption insurance, the amount of any expenses or charges incurred by such Person or its Restricted Subsidiaries during such period that are, directly or indirectly, reimbursed or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

Notwithstanding the foregoing, for the purpose of Section 7.05(a) (other than clause (3)(d) of Section 7.05(a) ), there will be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such Person and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 7.05(a) .

“ Consolidated Secured Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and (1)(b) of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP, in each case secured by a lien on the Collateral; provided that Consolidated Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (x) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn letters of credit which have not been reimbursed within two (2) Business Days, (y) Hedging

Obligations and (z) any obligations or liabilities otherwise excluded from the definition of “Indebtedness”. The Dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.

“ Consolidated Total Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and (1)(b) of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP; provided that Consolidated Total Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (x) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn letters of credit which have not been reimbursed within two (2) Business Days, (y) Hedging Obligations and (z) any obligations or liabilities otherwise excluded from the definition of “Indebtedness”. The Dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.

“ Consolidated Working Capital ” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“ Consumer Credit Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to consumer credit, including the origination, brokering, marketing, servicing or collection of consumer loans.

“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent: (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (2) to advance or supply funds: (a) for the purchase or payment of any such primary obligation; or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“ Contract Consideration ” has the meaning specified in clause (2)(k) of the definition of “Excess Cash Flow”.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Controlled Investment Affiliate ” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower or other companies. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Convertible Indebtedness ” means Indebtedness of the Borrower (which may be guaranteed by the Guarantors) permitted to be incurred hereunder that is either (a) convertible into common equity of the Borrower (and cash in lieu of fractional shares) or cash (in an amount determined by reference to the price of such common equity) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative

transactions) that are exercisable for common equity of the Borrower or cash (in an amount determined by reference to the price of such common equity).

“ Corrective Extension Amendment ” has the meaning specified in Section 2.16(6) .

“ Credit Agreement Refinanced Debt ” has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt and (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) to Refinance, in whole or in part, existing Loans (or, if applicable, unused Commitments) or any then-existing Credit Agreement Refinancing Indebtedness (“ Credit Agreement Refinanced Debt ”); provided , further , that (i) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and optional prepayment or redemption premiums and terms) shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) if otherwise not consistent with the terms of such Credit Agreement Refinanced Debt, not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of such Credit Agreement Refinanced Debt, except to the extent necessary to provide for (1) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such Refinancing or (2) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided , further , if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder, (ii) any such Indebtedness shall have a maturity date that is no earlier than the Credit Agreement Refinanced Debt and a Weighted Average Life to Maturity equal to or greater than that of the Credit Agreement Refinanced Debt as of the date of determination, (iii) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 7.02 , if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Credit Agreement Refinanced Debt, plus accrued interest, fees and premiums (including tender premium) and penalties (if any) thereon and fees, expenses, original issue discount and upfront fees incurred in connection with such Refinancing, (iv) such Credit Agreement Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, within one (1) Business Day after the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained with the Net Proceeds received from the incurrence or issuance of such Indebtedness and (v) any mandatory prepayments of (I) any Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt may not be made except to the extent that prepayments are not prohibited hereunder and to the extent required hereunder or pursuant to the terms of any Permitted Equal Priority Refinancing Debt, first made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Equal Priority Refinancing Debt, and (II) any Permitted Equal Priority Refinancing Debt in respect of events described in Section 2.05(2)(a) , (b) and (d)(i) , may be made on a pro rata basis or less than a pro rata basis with each Class of Term Loans constituting First Lien Obligations under Section 2.05(2)(a) , (b) and (d)(i) ; provided , further , that “Credit Agreement Refinancing Indebtedness” may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (ii) of the preceding proviso in this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (ii) above) and in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other interim credit facility, clause (v) of the preceding proviso in this definition shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.

“ Credit Extension ” means each of the following: (i) a Borrowing and (ii) an L/C Credit Extension.

“ Credit Party ” means the Administrative Agent, the Collateral Agent, each Issuing Bank and any other Lender.

“ Cure Amount ” has the meaning specified in Section 8.04(1) .

“ Cure Expiration Date ” has the meaning specified in Section 8.04(1)(a) .

“ Debt Representative ” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declined Proceeds ” has the meaning specified in Section 2.05(2)(g) .

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans that are Revolving Loans, plus (c) 2.00% per annum ; provided that, with respect to the outstanding principal amount of any Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan (giving effect to Section 2.02(3) ), plus 2.00% per annum , in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means, subject to Section 2.17(2) , any Lender that (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations, within two Business Days of the date required to be funded by it hereunder, (b) has failed to pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, either (i) admitted in writing that it is insolvent or (ii) become subject to a Lender-Related Distress Event. Any determination by the Administrative Agent as to whether a Lender is a Defaulting Lender shall be conclusive absent manifest error.

“ Designated Non-Cash Consideration ” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 7.04 .

“ Designated Preferred Stock ” means Preferred Stock of the Borrower, any Restricted Subsidiary thereof or any Parent Company (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on or promptly after the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 7.05(a) .

“ Determination Date ” has the meaning specified in the definition of “Consolidated EBITDA”.

“ Discharge ” means, with respect to any Indebtedness, the repayment, prepayment, repurchase (including pursuant to an offer to purchase), redemption, defeasance or other discharge of such Indebtedness, in any such case in whole or in part.

“ Discount Prepayment Accepting Lender ” has the meaning assigned to such term in Section 2.05(1)(e)(B)(2) .

“ Discount Range ” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1) .

“ Discount Range Prepayment Amount ” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1) .

“ Discount Range Prepayment Notice ” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(1)(e)(C)(1) substantially in the form of Exhibit J .

“ Discount Range Prepayment Offer ” means the written offer by a Lender, substantially in the form of Exhibit K , submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“ Discount Range Prepayment Response Date ” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1) .

“ Discount Range Proration ” has the meaning assigned to such term in Section 2.05(1)(e)(C)(3) .

“ Discounted Prepayment Determination Date ” has the meaning assigned to such term in Section 2.05(1)(e)(D)(3) .

“ Discounted Prepayment Effective Date ” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(1)(e)(B) , Section 2.05(1)(e)(C) or Section 2.05(1)(e)(D) , respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

“ Discounted Term Loan Prepayment ” has the meaning assigned to such term in Section 2.05(1)(e)(A) .

“ disposition ” has the meaning set forth in the definition of “Asset Sale”.

“ Disqualified Institution ” means (a) any bona fide competitor of the Borrower or its Subsidiaries identified in writing by or on behalf of the Borrower to (i) the Arrangers on or prior to August 4, 2017, or (ii) the Administrative Agent from time to time after the Closing Date, (b) those particular banks, financial institutions, other institutional lenders and other Persons identified in writing by the Borrower to the Arrangers on or prior to August 4, 2017, (c) those persons primarily engaged in private equity, venture capital or mezzanine or distressed lending identified in writing by or on behalf of the Borrower to (i) the Arrangers on or prior to August 4, 2017, or (ii) the Administrative Agent from time to time after the Closing Date, (d) any Excluded Affiliate and (e) any

Affiliate of the entities described in the preceding clauses (a) , (b) or (c) that are either (x) clearly identifiable as such solely on the basis of the similarity of their name or (y) are identified as such in writing by or on behalf of the Borrower to (i) the Arrangers on or prior to the Closing Date or (ii) the Administrative Agent from time to time after the Closing Date (other than bona fide diversified debt funds); provided that any Person that is a Lender and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender) shall be deemed to not be a Disqualified Institution hereunder; provided further that any addition to the list of Disqualified Institutions by written notice to the Administrative Agent from time to time after the Closing Date in accordance with this definition shall become effective three (3) Business Days after delivery of such notice. The identity of Disqualified Institutions may be communicated by the Administrative Agent to a Lender upon request, but will not be otherwise posted or distributed to any Person.

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date that is 91 days after the earlier of the then Latest Maturity Date and the date the Loans are no longer outstanding and the Commitments have been terminated; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower or its Subsidiaries or any Parent Company or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided , further , any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries, any Parent Company, or any other entity in which the Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or any Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt, Consolidated First Lien Secured Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Borrower.

“ Distressed Person ” shall have the meaning provided in the definition of the term Lender-Related Distress Event.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any direct or indirect Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ ECF Due Date ” has the meaning specified in Section 2.05(2)(a) .

“ ECF Payment Amount ” has the meaning specified in Section 2.05(2)(a) .

“ ECF Percentage ” has the meaning specified in Section 2.05(2)(a) .

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, the Issuing Bank and any of their respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“ Eligible Assignee ” has the meaning specified in Section 10.07(a) .

“ Enterprise Transformative Event ” means any merger, acquisition, Investment, dissolution, liquidation, consolidation or disposition, in any such case by the Borrower, any Restricted Subsidiary or, following the Company IPO, any Parent Company that is either (a) not permitted by the terms of any Loan Document immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide the Borrower and the Borrower’s Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and sub-surface strata, and natural resources such as wetlands, flora and fauna.

“ Environmental Claim ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings (hereinafter “ Claims ”) with respect to any Environmental Liability or Environmental Law, including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.

“ Environmental Laws ” means any and all Laws relating to pollution or the protection of the Environment or, to the extent relating to exposure to hazardous or toxic substances or wastes or human health.

“ Environmental Liability ” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract or other written agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equal Priority Intercreditor Agreement ” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent acting together in good faith, either (a) an intercreditor agreement substantially in the form of Exhibit G-1 or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case with such modifications thereto as the Administrative Agent and the Borrower may agree.

“ Equity Interests ” means, with respect to any Person, the Capital Stock of such Person and all warrants, options or other rights to acquire Capital Stock of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock of such Person.

“ Equity Offering ” means any public or private sale of common equity or Preferred Stock of the Borrower or any Parent Company (excluding Disqualified Stock), other than (1) public offerings with respect to the Borrower’s or any Parent Company’s common equity registered on Form S-4 or Form S-8; (2) issuances to any Restricted Subsidiary of the Borrower; and (3) any such public or private sale that constitutes an Excluded Contribution.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. For the avoidance of doubt, when any provisions in this Agreement relates to a past event or period of time, the term “ERISA Affiliate” includes any Person who was, as to the time of such past event or period of time, an ERISA Affiliate within the meaning of the preceding sentence.

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, written notification of any Loan Party or any ERISA Affiliate concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) a failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 of the Code) with respect to a Pension Plan, whether or not waived; (h) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (i) the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Pension Plan; (j) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); or (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Pension Plan which could result in liability to any Loan Party.

“ Escrowed Proceeds ” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Rate ” means, with respect to any Eurodollar Rate Loan for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) then the Eurodollar Rate shall be the Interpolated Rate; provided that in no event shall the Eurodollar Rate for the Closing Date Term Loans be less than 1.00%.

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on the definition of “Adjusted Eurodollar Rate”.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excess Cash Flow ” means, for any period, an amount equal to the excess of:

(1) the sum, without duplication, of:

(a) Consolidated Net Income of the Borrower for such period;

(b) an amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period;

(c) decreases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, decreases in long-term accounts receivable and increases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such decreases or increases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course of assets by the Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting);

(d) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 7.05(a) , the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) (i) to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (or the Borrower reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver) and (ii) the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any

such approval, to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(e) the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of the sum of, without duplication, (i) cash taxes paid in such period and (ii) Permitted Tax Distributions made in such Period; and

(f) cash receipts in respect of Hedge Agreements during such fiscal year to the extent not otherwise included in such Consolidated Net Income; minus

(2) the sum, without duplication, of:

(a) an amount equal to the amount of all non-cash gains and credits (including, to the extent constituting non-cash gains and credits, amortization of deferred revenue acquired as a result of any Permitted Acquisition or other investment permitted hereunder) included in arriving at such Consolidated Net Income (but excluding any non-cash gains or credit to the extent representing the reversal of an accrual or reserve described in clause (1)(b) above) and cash losses, charges (including any reserves or accruals for potential cash charges in any future period), expenses, costs and fees excluded by virtue of the definition of “Consolidated Net Income”;

(b) without duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property made in cash during such period, in each case except to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);

(c) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (i) the principal component of payments in respect of Capitalized Lease Obligations, (ii) all scheduled principal repayments of Loans, Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), in each case to the extent such payments are permitted hereunder and actually made and (iii) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 , mandatory prepayment of Term Loans pursuant to Section 2.05(2)(b) (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), any mandatory Discharge of Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof) pursuant to the corresponding provisions of the governing documentation thereof, in each case, to the extent required due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Net Income for such period and not in excess of the amount of such increase, but excluding (x) all other prepayments of Term Loans, (y) all prepayments of Revolving Loans and all prepayments in respect of any other revolving credit facility, except to the extent there is an equivalent permanent reduction in commitments thereunder and (z) payments on any Junior Financing, except in each case to the extent permitted to be paid pursuant to Section 7.05 ) made during such period, in each case, except to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);

(d) an amount equal to the aggregate net non-cash gain on Asset Sales outside the ordinary course of business by the Borrower or any Restricted Subsidiary during such period to the extent included in arriving at such Consolidated Net Income and the net cash loss on Asset Sales to the extent otherwise added to arrive at Consolidated Net Income;

(e) increases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, increases in long-term accounts receivable and decreases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such increases or decreases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course by the Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting);

(f) (i) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income or (ii) non-cash charges incurred in a prior period to the extent such charges did not reduce Excess Cash Flow in such prior period;

(g) without duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of cash consideration paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05 (in each case, excluding investments in Cash Equivalents)), except to the extent such investments were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid),

(h) without duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of Restricted Payments paid in cash during such period (other than Restricted Payments made pursuant to Section 7.05(b)(15) ), except to the extent such Restricted Payments were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);

(i) without duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of expenditures (including expenditures for the payment of financing fees, fees, costs, charges and expenses) paid in cash during such period to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income, except to the extent such expenditures were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);

(j) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment or redemption of Indebtedness to the extent (x) such premium, make-whole or penalty payments were not expensed during such period or are not deducted in calculating Consolidated Net Income and (y) such prepayments or redemptions reduced Excess Cash Flow pursuant to clause (2)(c) above or reduced the mandatory prepayment required by Section 2.05(2)(a) ;

(k) without duplication of amounts deducted from Excess Cash Flow in other periods, and at the option of the Borrower, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Permitted Acquisitions or similar investments permitted by the terms of this Agreement, Capital Expenditures, Restricted Payments permitted by clauses (1), (2), (3), (4), (14)(h), (16), (19), (21) and (22) of Section 7.05(b), acquisitions of intellectual property or Permitted Tax Distributions, in each case, to be consummated or made, as applicable, during the period of two consecutive fiscal quarters of the Borrower following the end of such period (except to the extent financed with the proceeds of

Funded Debt (other than Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid)); provided that to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of Funded Debt (other than Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary) of such Permitted Acquisitions or other investments, Capital Expenditures, Restricted Payments, acquisitions of intellectual property or Permitted Tax Distributions during such following period of two consecutive fiscal quarters of the Borrower is less than the Contract Consideration (excluding in each case any amount financed with the proceeds of Funded Debt (other than Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary), the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such period;

(l) without duplication of amounts deducted pursuant to clause (k), (n) or (o) of this clause (2) to the definition of Excess Cash Flow in prior fiscal years, the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period, plus the amount of Permitted Tax Distributions made in such period under Section 7.05(b)(14) , to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period;

(m) cash expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income;

(n) any fees, expenses or charges incurred during such period (including the Transaction Expenses), or any amortization thereof for such period, in connection with any acquisition, investment, disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement and the other Loan Documents) and including, in each case, any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (which amounts to the extent incurred but not yet paid during such period, if so deducted in accordance with this clause (n) , shall not affect the calculation of Excess Cash Flow in any future period); and

(o) at the option of the Borrower, any amounts in respect of investments (including Permitted Acquisitions, Investments constituting Permitted Investments and Investments made pursuant to Section 7.05 ) that could have been deducted pursuant to clause (g) above if made in such period, but which are made after the end of such period and prior to the date upon which a mandatory prepayment for such period would be required under Section 2.05(2)(a) (which amounts, if so deducted in accordance with this clause (o) , shall not affect the calculation of Excess Cash Flow in any future period).

For purposes of calculating Excess Cash Flow for any period, for each Permitted Acquisition or other similar acquisition permitted hereunder consummated during any such period, (x) the Consolidated Net Income of a target of any Permitted Acquisition shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition and (y) for the purposes of calculating Consolidated Working Capital, at the election of Borrower, the (A) total assets of a target of such Permitted Acquisition (other than cash and Cash Equivalents), as calculated as at the date of consummation of the applicable Permitted Acquisition, which may properly be classified as current assets on a consolidated balance sheet of Borrower and the Restricted Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (A) , that such Permitted Acquisition has been consummated) and (B) the total liabilities of Borrower and the Restricted Subsidiaries, as calculated as at the date of consummation of the applicable Permitted Acquisition, which may properly be classified as current liabilities (other than the current portion of any long term liabilities and accrued interest thereon) on a consolidated balance sheet of Borrower and the Restricted Subsidiaries in accordance with GAAP (assuming, for the

purpose of this clause (B) , that such Permitted Acquisition has been consummated), shall, in the case of both immediately preceding clauses (A) and (B) , be calculated as the difference between the Consolidated Working Capital at the end of the applicable fiscal year from the date of consummation of the Permitted Acquisition or other similar acquisition permitted hereunder.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Excluded Affiliate ” means any Affiliates of the Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

“ Excluded Assets ” means (i) any fee-owned real property (other than Material Real Property) and any leasehold interest in real property (it being understood that there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (ii) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement, (iii) all commercial tort claims that are not expected to result in a judgment or settlement payment in excess of $5,000,000 (as determined by the Borrower in good faith), (iv) any governmental or regulatory licenses, authorizations, certificates, charters, franchises, approvals and consents (whether Federal, State or otherwise) to the extent a security interest therein is prohibited or restricted thereby or requires any consent or authorization from a Governmental Authority not obtained (without any requirement to obtain such consent or authorization) other than to the extent such prohibition or restriction is ineffective under the UCC notwithstanding such prohibition or restriction; provided that the Proceeds of any of the assets or property referred to in this clause (iv) that would not otherwise constitute Excluded Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (v) assets to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation, (y) would cause the destruction, invalidation or abandonment of such asset under applicable Law (solely with respect to any intellectual property), or (z) requires any consent, approval, license or other authorization of any third party (other than the Borrower or its Subsidiaries) pursuant to a contract binding on such asset ( provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or Governmental Authority not obtained (without any requirement to obtain such consent, approval, license or other authorization) after giving effect to the anti-assignment provisions of the UCC; provided that the Proceeds of any of the assets or property referred to in this clause (v) that would not otherwise constitute Excluded Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (vi) margin stock and Equity Interests in any Person other than the wholly owned Restricted Subsidiaries and, until such time as a perfected security interest for the benefit of the Collateral Agent is required to be established under the Collateral Documents, the Borrower, (vii) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries (other than first tier CFCs and first tier CFC Holdcos that are both Restricted Subsidiaries and Material Subsidiaries; provided that in the case of any first tier CFC or first tier CFC Holdco, the pledge of the Equity Interests of such Material Subsidiary shall be subject to clause (viii) below), (viii) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests of a CFC or CFC Holdco, (ix) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a purchase money security interest or similar arrangement, in each case permitted by this Agreement, to the extent that a grant of a security interest therein (x) would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or (y) would require governmental or regulatory approval, consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization); provided that the Proceeds of any of the assets or property referred to in this clause (ix) that would not otherwise constitute Excluded Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (x) letter of credit rights, except to the extent perfection of the security interest therein is accomplished by the filing of a UCC financing statement, (xi) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” or an accepted filing of an “Amendment to Allege Use” to the extent that, and solely during the period in which, the grant of a security interest therein prior to such accepted filing would impair the validity or enforceability of such intent-to-use trademark applications or the resulting trademark registrations under applicable federal law, (xii) assets where the burden or cost (including any adverse tax consequences to the Borrower, any Parent Company or any Restricted Subsidiary) of obtaining a security interest therein or perfection thereof exceeds the practical benefit to the Lenders

afforded thereby as reasonably determined between the Borrower and the Administrative Agent, (xiii) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse tax consequences to the Borrower, any Parent Company or any Restricted Subsidiary as reasonably determined by the Borrower in good faith, in consultation with the Administrative Agent, (xiv) any assets located in or governed by any non-U.S. jurisdiction law or regulation (including any intellectual property to the extent registered in a non-U.S. jurisdiction, but excluding (x) certificated Equity Interests and intercompany Indebtedness of Foreign Subsidiaries and certain disregarded entities otherwise required to be pledged pursuant to the Collateral Documents and (y) assets that can be perfected by the filing of a UCC financing statement or by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office), (xv) cash and Cash Equivalents (except to the extent constituting identifiable Proceeds of Collateral which is perfected by the filing of a UCC financing statement), deposit, securities, commodities and other accounts, securities entitlements and related assets held in such account except, in each case, to the extent a security interest therein is perfected by filing of a UCC financing statement and other than any Cash Collateral, Cash Collateral Account or other cash or assets deposited with a Secured Party as Collateral, (xvi) escrowed or restricted cash held pursuant to Loan Origination Agreements, Servicing Agreements and/or Merchant Program Agreements, and (xvii) custodial deposit accounts established and maintained at financial institutions for the benefit of program participants or individual Bank Partners for the purpose of holding amounts to be disbursed or collections in respect of loans serviced by a Grantor. As used in this definition, “Proceeds” has the meaning assigned to such term in the Security Agreement. Notwithstanding anything to the contrary in any Loan Document, it is understood that any loan originated by a Bank Partner and any interest of a Bank Partner therein, to the extent such loan or interest has not been sold, assigned or otherwise transferred to the Borrower or a Restricted Subsidiary, shall not constitute Collateral.

“ Excluded Contribution ” means net cash proceeds or the fair market value of marketable securities or the fair market value of Qualified Proceeds received by the Borrower from (1) contributions to its common equity capital; (2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and (3) the sale (other than to a Restricted Subsidiary of the Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower, in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate and that are excluded from the calculation set forth in clause (3) of Section 7.05(a) ; provided that Excluded Contributions shall not include Cure Amounts.

“ Excluded Proceeds ” means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied to prepay the applicable Term Loans pursuant to Section 2.05(2)(b) .

“ Excluded Subsidiaries ” means all of the following, and “ Excluded Subsidiary ” means any of them:

(1) any Subsidiary that is not a direct, wholly owned Subsidiary of a Loan Party;

(2) any Foreign Subsidiary;

(3) any CFC Holdco;

(4) any Domestic Subsidiary that is a Subsidiary of any CFC or CFC Holdco;

(5) any Subsidiary (including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions) that is prohibited or restricted by applicable Law or by Contractual Obligation (including in respect of assumed Indebtedness permitted hereunder) existing on the Closing Date (or, with respect to any Subsidiary acquired by the Borrower or a Restricted Subsidiary after the Closing Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired) from providing a Guaranty or if such Guaranty would require governmental (including regulatory) or third party (other than any Loan Party or their respective Subsidiaries) consent, approval, license or authorization;

(6) any Securitization Subsidiary or any special purpose vehicle (or similar entity) formed for other permitted off-balance sheet financing;

(7) any Captive Insurance Subsidiary or not-for-profit Subsidiary;

(8) any Subsidiary that is not a Material Subsidiary;

(9) any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost (including any adverse tax consequences) of providing the Guaranty will outweigh the benefits to be obtained by the Lenders therefrom;

(10) any Unrestricted Subsidiary; and

(11) any other Subsidiaries as mutually agreed between the Borrower and the Administrative Agent.

“ Excluded Swap Obligation ” means, with respect to any Loan Party, (a) any obligation to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (each such obligation, a “ Swap Obligation ”), if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.02 of the Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guarantee of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation, or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Party is a “financial entity”, as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation, or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Loan Party as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient:

(1) any tax imposed on (or measured by) such Recipient’s net income (however denominated) or franchise taxes, imposed by a jurisdiction (i) as a result of such Recipient being organized under the laws of or having its principal office or, in the case of any Lender, applicable Lending Office located in such jurisdiction or (ii) as a result of any other present or former connection between such Recipient and the jurisdiction (including as a result of such Recipient carrying on a trade or business, having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than a connection arising solely from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or sold or assigned an interest in, any Loan or Loan Document;

(2) any branch profits tax under Section 884(a) of the Code, or any similar tax imposed by any jurisdiction described in clause (1) ;

(3) other than with respect to and to the extent that any Lender becomes a party hereto pursuant to the Borrower’s request under Section 3.07 , any U.S. federal tax that is withheld or required to be withheld on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date such Lender (i) acquires such interest in the applicable Loan or Commitment, or (ii) designates a new Lending Office except, in the case of a Lender that designates a new Lending Office or is an assignee, to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal tax pursuant to Section 3.01 ;

(4) any withholding tax attributable to such Lender’s failure to comply with Section 3.01(3) ; and

(5) any withholding tax imposed under FATCA.

“ Existing Credit Agreement ” means that certain Credit Agreement, dated as of February 10, 2017, among GreenSky, LLC, the lenders party thereto from time to time and JPMorgan, as administrative agent, as amended, restated or otherwise modified from time to time.

“ Existing Revolving Class ” has the meaning specified in Section 2.16(2) .

“ Existing Stockholders ” means (a) David Zalik, together with his Immediate Family Members; (b) Financial Technology Investors, LLC and its Controlled Investment Affiliates; (c) Founders Technology Investors, LLC and its Controlled Investment Affiliates; (d) GS Investment Holdings, LLC and its Controlled Investment Affiliates; (e) TPG Georgia Holdings, L.P. and its Controlled Investment Affiliates; (f) Robert Sheft, together with his Family Group; and (g) QED Fund II, LLC and its Controlled Investment Affiliates.

“ Existing Term Loan Class ” has the meaning specified in Section 2.16(1) .

“ Extended Revolving Commitments ” has the meaning specified in Section 2.16(2) .

“ Extended Term Loans ” has the meaning specified in Section 2.16(1) .

“ Extending Lender ” means an Extending Revolving Lender or an Extending Term Lender, as the case may be.

“ Extending Revolving Lender ” has the meaning specified in Section 2.16(3) .

“ Extending Term Lender ” has the meaning specified in Section 2.16(3) .

“ Extension ” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.

“ Extension Amendment ” has the meaning specified in Section 2.16(4) .

“ Extension Election ” has the meaning specified in Section 2.16(3) .

“ Extension Minimum Condition ” means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

“ Extension Request ” means any Term Loan Extension Request or any Revolving Extension Request, as the case may be.

“ Extension Series ” means any Term Loan Extension Series or a Revolving Extension Series, as the case may be.

“ Facilities ” means the Closing Date Term Loans, the Revolving Facility, a given Extension Series of Extended Revolving Commitments, a given Class of Other Term Loans, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, any Other Revolving Loan (or Commitment) or a given Class of Replacement Loans, as the context may require, and “ Facility ” means any of them.

“ fair market value ” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith.

“ FATCA ” means Sections 1471 through 1474 of the Code as in effect on the date hereof or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with (and, in each case, any current or future regulations promulgated thereunder or official interpretations thereof), any applicable intergovernmental agreement entered into in respect thereof, and any provision of law or administrative guidance implementing or interpreting such provisions, including any agreements entered into pursuant to any such intergovernmental agreement or Section 1471(b)(1) of the Code as of the date hereof (or any amended or successor version described above).

“ FCPA ” has the meaning specified in Section 5.01 .

“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NY FRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ Financial Covenant ” means the covenant specified in Section 7.11(1) .

“ Financial Covenant Event of Default ” has the meaning specified in Section 8.01(2) .

“ Financial Officer ” means, with respect to a Person, the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of such Person, as appropriate.

“ First Lien Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Secured Debt outstanding as of the last day of such Test Period, minus the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries (other than the Net Cash Proceeds of a Permitted Equity Issuance applied as a Cure Amount) to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07 .

“ First Lien Obligations ” means the Obligations, the Permitted Incremental Equivalent Debt and the Credit Agreement Refinancing Indebtedness, in each case, that are, or purported to be, secured by the Collateral on an equal priority basis (but without regard to the control of remedies) with liens on the Collateral securing the Closing Date Term Loans. For the avoidance of doubt, “First Lien Obligations” shall include the Closing Date Term Loans.

“ First Lien/Second Lien Intercreditor Agreement ” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent acting together in good faith, either (a) an intercreditor agreement substantially in the form of Exhibit G-2 or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the

Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case with such modifications thereto as the Administrative Agent and the Borrower may agree.

“ Flood Insurance Laws ” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ floor ” means, with respect to any reference rate of interest, any fixed minimum amount specified for such rate.

“ Foreign Asset Sale ” has the meaning specified in Section 2.05(2)(h) .

“ Foreign Casualty Event ” has the meaning specified in Section 2.05(2)(h) .

“ Foreign Lender ” means a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Plan ” means any employee benefit plan, program or agreement maintained or contributed to by, or entered into with the Borrower or any Subsidiary of the Borrower primarily with respect to employees employed outside the United States (other than benefit plans, programs or agreements that are mandated by applicable Laws or subject to ERISA).

“ Foreign Subsidiary ” means any direct or indirect Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to an Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ Funded Debt ” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time.

Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and the Borrower shall so request (regardless of whether any such request is given before or after such change), the Administrative Agent, the Lenders and the Borrower will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP; provided , further , that until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change

therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the definition of Capitalized Lease Obligations and Attributable Indebtedness, respectively.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” has the meaning specified in Section 10.07(g) .

“ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with the Transaction or any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantor ” has the meaning specified in clause (2) of the definition of “Collateral and Guarantee Requirement”. For avoidance of doubt, the Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to be a Guarantor to Guarantee the Obligations by causing such Parent Company or Restricted Subsidiary to execute a joinder to the Guaranty (substantially in the form provided therein or as the Administrative Agent, the Borrower and such Guarantor may otherwise agree), and any such Parent Company or Restricted Subsidiary shall be a Guarantor hereunder for all purposes; provided that (i) in the case of any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction, the Administrative Agent shall be reasonably satisfied with the jurisdiction of organization of such Parent Company or Restricted Subsidiary and (ii) the Administrative Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder (or such later date as reasonably agreed by the Administrative Agent) all documentation and other information in respect of such Guarantor required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

“ Guaranty ” means (a) the Guaranty substantially in the form of Exhibit E made by each Subsidiary Guarantor, (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11 and (c)

each other guaranty and guaranty supplement delivered by any Parent Company or Restricted Subsidiary pursuant to the second sentence of the definition of “Guarantor”.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes, and all other substances, wastes, pollutants and contaminants and chemicals in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and infectious or medical wastes, to the extent any of the foregoing are regulated pursuant to, or can form the basis for liability under, any Environmental Law.

“ Hedge Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Hedge Bank ” means any Person party to a Secured Hedge Agreement that is an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing on the Closing Date or at the time it enters into such Secured Hedge Agreement, in its capacity as a party thereto, whether or not such Person subsequently ceases to be an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing.

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any Hedge Agreement. For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.

“ Honor Date ” has the meaning specified in Section 2.03(3)(a) .

“ Identified Participating Lenders ” has the meaning specified in Section 2.05(1)(e)(C)(3) .

“ Identified Qualifying Lenders ” has the meaning specified in Section 2.05(1)(e)(D)(3) .

“ Immaterial Subsidiary ” means any Restricted Subsidiary of the Borrower that is not a Material Subsidiary.

“ Immediate Family Members ” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“ Incremental Amendment ” has the meaning specified in Section 2.14(5) .

“ Incremental Amounts ” has the meaning specified in clause (1) of the definition of Refinancing Indebtedness.

“ Incremental Commitments ” has the meaning specified in Section 2.14(1) .

“ Incremental Facility Closing Date ” has the meaning specified in Section 2.14(4) .

“ Incremental Lenders ” has the meaning specified in Section 2.14(3) .

“ Incremental Loan ” has the meaning specified in Section 2.14(2) .

“ Incremental Loan Request ” has the meaning specified in Section 2.14(1) .

“ Incremental Revolving Commitments ” has the meaning specified in Section 2.14(1) .

“ Incremental Revolving Lender ” has the meaning specified in Section 2.14(3) .

“ Incremental Term Commitments ” has the meaning specified in Section 2.14(1) .

“ Incremental Term Lender ” has the meaning specified in Section 2.14(3) .

“ Incremental Term Loan ” has the meaning specified in Section 2.14(2) .

“ Indebtedness ” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent: (a) in respect of borrowed money; (b)(i) evidenced by bonds, notes, debentures or similar instruments or (ii) letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), except to the extent any such letter of credit or bankers’ acceptance relate to trade payables and such amounts owing thereunder are satisfied within 60 days of incurrence; (c) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or (d) representing the net obligations under any Hedging Obligations; if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent Company appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP will be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset encumbered thereby at such date of determination as determined by such Person in good faith and (ii) the unpaid amount of such Indebtedness of such other Person;

provided that notwithstanding the foregoing, Indebtedness will be deemed not to include:

(i) Contingent Obligations incurred in the ordinary course of business or consistent with industry practice;

(ii) reimbursement obligations under commercial letters of credit ( provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn);

(iii) other than with respect to the relevant Securitization Subsidiary, obligations under or in respect of Qualified Securitization Facilities;

(iv) accrued expenses;

(v) deferred or prepaid revenues;

(vi) asset retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care); and

(vii) obligations to fund escrows, loss reserves and similar items with respect to the Bank Partner Loan Portfolio;

provided , further , that Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging , and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; provided further, however , that, notwithstanding the foregoing, (A) intercompany Indebtedness owed to any Loan Party or Restricted Subsidiary and obligations to the extent constituting Indebtedness that is expressly non-recourse to such Person shall not constitute “Indebtedness” for purposes of the calculation of Consolidated First Lien Secured Debt, Consolidated Secured Debt or Consolidated Total Debt or for purposes of Section 8.01(5) and (B) in no event shall the following constitute Indebtedness: (x) obligations to fund escrows, loss reserves and similar items with respect to the Bank Partner Loan Portfolios, trade accounts payable (to the extent not more than 60 days past due), deferred revenues, liabilities associated with customer prepayments and deposits and any such obligations incurred under ERISA, in each case incurred in the ordinary course of business, (y) operating leases, (z) customary obligations under employment agreements and deferred compensation and (z) deferred revenue and deferred tax liabilities.

“ Indemnified Liabilities ” has the meaning specified in Section 10.05 .

“ Indemnitees ” has the meaning specified in Section 10.05 .

“ Independent Assets or Operations ” means, with respect to any Parent Company, as of any date of determination, that Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Borrower and the Restricted Subsidiaries), determined in accordance with GAAP and that would be reflected on a balance sheet of such Parent Company prepared as of such date, is more than 3.0% of such Parent Company’s corresponding consolidated amount.

“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that, in the good faith judgment of the Borrower, is qualified to perform the task for which it has been engaged.

“ Information ” has the meaning specified in Section 10.09 .

“ Intellectual Property Security Agreements ” has the meaning specified in the Security Agreement.

“ Intercompany Note ” means the Intercompany Note, dated as of the Closing Date, substantially in the form of Exhibit Q executed by the Borrower and each Restricted Subsidiary of the Borrower party thereto.

“ Intercreditor Agreement ” means any First Lien/Second Lien Intercreditor Agreement and any Equal Priority Intercreditor Agreement that may be executed from time to time.

“ Interest Payment Date ” means, (a) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the applicable Maturity Date of the Loans of such Class; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan of any Class, the last Business Day of each March, June, September and December and the applicable Maturity Date of the Loans of such Class.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by each applicable Lender, twelve months (or such period of less than one month as may be consented to by each applicable Lender), as selected by the Borrower in its Committed Loan Notice; provided that:

(1) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(2) any Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(3) no Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Eurodollar Rate Loan is a part.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency selected by the Borrower.

“ Investment Grade Securities ” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans or advances among the Borrower and its Subsidiaries;

(3) investments in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section 7.05 , (1) “Investments” will include the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation, minus (b) the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer; provided that, in the event that any Investment is made by the Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through any other Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 7.05 if the Borrower or such Restricted Subsidiary would have been permitted to make such Investment directly in such Person pursuant to Section 7.05. The amount of any Investment outstanding as of any time shall be the original cost of such Investment (which, in the case of any Investment constituting the contribution of an asset or property, shall be based on the Borrower’s good faith estimate of the fair market value of such asset or property at the time such Investment is made) plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.

“ IP Rights ” has the meaning specified in Section 5.15 .

“ IPO ” means any transaction whereby, or upon the consummation of which, the Borrower’s, or any Parent Company’s common Equity Interests are, or may thereafter be, offered or sold (whether through an initial primary underwritten public offering or in connection with or solely pursuant to a secondary public offering, but other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act.

“ IRS ” means the Internal Revenue Service of the United States.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means JPMorgan in its capacity as an issuer of Letters of Credit hereunder and solely with respect to its L/C Commitment, together with its permitted successors and assigns and any other Revolving Lender that becomes an Issuing Bank in accordance with Section 2.03(12) ; provided that in no event shall JPMorgan be required to issue commercial letters of credit. Any Issuing Bank may, with the consent of the Borrower, arrange for one or more Letters of Credit to be issued by an Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Issuing Bank Document ” means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by any Issuing Bank and the Borrower (or any of its Subsidiaries) or in favor of such Issuing Bank and relating to such Letter of Credit.

“ JPMorgan ” has the meaning assigned to such term in the introductory paragraph of this agreement.

“ Junior Financing ” has the meaning specified in the definition of “Restricted Payment”.

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ Junior Lien Debt ” has the meaning specified in clause (39) of the definition of “Permitted Liens”.

“ L/C Advance ” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“ L/C Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant Issuing Bank.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed prior to the Honor Date or refinanced as a Revolving Borrowing.

“ L/C Commitment ” means, with respect to any Person, the amount set forth opposite the name of such Person on Schedule 2.01 under the caption “L/C Commitment”.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C Expiration Date ” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit, plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be the stated amount thereof in effect at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Sublimit ” means an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate Adjusted Revolving Commitment Amount. The L/C Sublimit is part of, and not in addition to, the Revolving Facility.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Loan, any Incremental Revolving Commitment, any Other Loan, any Other Revolving Commitments, any Replacement Loan, any Extended Term Loan or any Extended Revolving Commitment, in each case as extended in accordance with this Agreement from time to time.

“ Laws ” means, collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“ Legal Holiday ” means Saturday, Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as context requires (including for purposes of the definition of “Secured Parties”), includes any Issuing Bank and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”. For the

avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing Amendment, an Incremental Amendment or an amendment in respect of Replacement Loans, as the case may be, and to the extent such Refinancing Amendment, Incremental Amendment or amendment in respect of Replacement Loans shall have become effective in accordance with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of the Closing Date, Schedule 2.01 sets forth the name of each Lender. Notwithstanding the foregoing, no Disqualified Institution that purports to become a Lender hereunder (notwithstanding the provisions of this Agreement that prohibit Disqualified Institutions from becoming Lenders) without the Borrower’s written consent shall be entitled to any of the rights or privileges enjoyed by the other Lenders with respect to voting, information and lender meetings; provided that the Loans of any such Disqualified Institution shall not be excluded for purposes of making a determination of Required Lenders if the action in question affects such Disqualified Institution in a disproportionately adverse manner than its effect on the other Lenders; provided, further, that if any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (v) of Section 10.07(b) the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder ( provided , that the Borrower shall not use the proceeds from any Term Loans or Revolving Loans to prepay Term Loans held by Disqualified Institutions) and/or (C) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.07 ), all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder; provided that such assignment does not conflict with applicable Laws.

“ Lender-Related Distress Event ” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “ Distressed Person ”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt or (d) that such Distressed Person becomes the subject of a Bail-in Action; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any direct or indirect parent company of a Lender by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided , however , that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.

“ LIBO Screen Rate ” means, for any day and time, with respect to any Eurodollar Rate Loan for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service

that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ Lien ” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event will an operating lease be deemed to constitute a Lien.

“ Limited Condition Transactions ” means any Permitted Acquisition or other investment permitted hereunder by the Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“ Loan ” means an extension of credit under Article II by a Lender (x) to the Borrower in the form of a Term Loan or (y) to the Borrower in the form of a Revolving Loan.

“ Loan Documents ” means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment, Extension Amendment or amendment in respect of Replacement Loans, (d) the Guaranty, (e) the Collateral Documents, (f) the Intercreditor Agreements and (g) each L/C Application.

“ Loan Increase ” means a Term Loan Increase or Revolving Commitment Increase.

“ Loan Origination Agreements ” means those certain Loan Origination Agreements entered into between the Borrower and/or one or more of its Restricted Subsidiaries and any Bank Partner regarding the sourcing of loans on behalf of such Bank Partner by the Borrower and/or any such Restricted Subsidiary, as each such agreement is in effect from time to time.

“ Loan Parties ” means, collectively (a) the Borrower and (b) each Guarantor.

“ Loans Held For Sale ” means loans originated by a Bank Partner, or certain assets, receivables or other rights with respect to such loans, that are purchased by a Loan Party in anticipation of resale to a third party.

“ Management Stockholders ” means the officers, directors and other members of management of the Borrower as of the Closing Date (and their Controlled Investment Affiliates and Immediate Family Members) who, as of the Closing Date, beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Borrower (or any Parent Company).

“ Margin Stock ” has the meaning set forth in Regulation U of the Board, or any successor thereto.

“ Market Capitalization ” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Public Parent (or of the Borrower, if common Equity Interests of the Borrower are issued pursuant to the Company IPO) on the date of the declaration of a Restricted Payment permitted pursuant to Section 7.05(b)(8) , multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“ Material Adverse Effect ” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under the Loan Documents.

“ Material Domestic Subsidiary ” means any Domestic Subsidiary that is a Material Subsidiary.

“ Material Foreign Subsidiary ” means any Foreign Subsidiary that is a Material Subsidiary.

“ Material Real Property ” means any fee-owned real property located in the United States and owned by any Loan Party with a fair market value in excess of $3,000,000 on the Closing Date (if owned by a Loan Party on the Closing Date) or at the time of acquisition (if acquired by a Loan Party after the Closing Date); provided that for the avoidance of doubt, Material Real Property will not include any Excluded Assets (excluding for this purpose clause (i) of the definition of “Excluded Assets”).

“ Material Subsidiary ” means, as of the Closing Date and thereafter at any date of determination, each Restricted Subsidiary of the Borrower (a) whose Total Assets at the last day of the most recent Test Period (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than 5.0% of Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided that if at any time and from time to time after the date which is 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), Domestic Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) when combined with Foreign Subsidiaries and CFC Holdcos the equity interests of which are Excluded Assets solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) comprise in the aggregate more than (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the most recent Test Period) 5.0% of Total Assets of the Borrower and the Restricted Subsidiaries as of the last day of the most recent Test Period or more than (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall, not later than sixty (60) days after the date by which financial statements for such Test Period were required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 with respect to any such Subsidiaries (to the extent applicable).

“ Maturity Date ” means (i) with respect to the Closing Date Term Loans that have not been extended pursuant to Section 2.16 , the seventh anniversary of the Closing Date (the “ Original Term Loan Maturity Date ”), (ii) with respect to the Closing Date Revolving Facility, to the extent not extended pursuant to Section 2.16 , the fifth anniversary of the Closing Date (the “ Original Revolving Facility Maturity Date ”), (iii) with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension Amendment, (iv) with respect to any Other Term Loans or Other Revolving Commitments, the final maturity date as specified in the applicable Refinancing Amendment, (v) with respect to any Class of Replacement Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement Loans and (vi) with respect to any Incremental Loans or Incremental Revolving Commitments, the final maturity date as specified in the applicable Incremental Amendment; provided , in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“ Maximum Rate ” has the meaning specified in Section 10.11 .

“ Merchant Program Agreements ” means those certain GreenSky Merchant Program Agreements.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“ Mortgage Policies ” has the meaning specified in Section 6.11(2)(b)(ii) .

“ Mortgaged Properties ” has the meaning specified in paragraph (5) of the definition of “Collateral and Guarantee Requirement”.

“ Mortgages ” means collectively, the deeds of trust, trust deeds, hypothecs, deeds to secure debt and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, including such modifications as may be required by local laws, pursuant to Section 6.11 .

“ Multiemployer Plan ” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or, during the preceding five plan years, has made or been obligated to make contributions.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Proceeds ” means:

(1) with respect to any Asset Sale or any Casualty Event, the aggregate cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event, including any cash and Cash Equivalents received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the actual costs relating to such Asset Sale or Casualty Event and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable Law, brokerage and sales commissions, title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection therewith, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of any such Asset Sale or Casualty Event by a Restricted Subsidiary, the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Borrower or any Restricted Subsidiary, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by the Borrower or any Restricted Subsidiary, in either case in respect of such Asset Sale or Casualty Event, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, in the case of any Asset Sale or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof attributable to minority interests and not available for distribution to or for the account of Borrower or a wholly owned Restricted Subsidiary as a result thereof, taxes paid or payable as a result thereof (provided that, to the extent payment of such taxes would constitute or give rise to a Restricted Payment, such payment is permitted pursuant to Section 7.05) or any transactions occurring or deemed to occur to effectuate a payment under this Agreement, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than the First Lien Obligations and Indebtedness secured by Liens that are expressly subordinated to the Liens securing the Obligations) secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Borrower or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that no such net cash proceeds shall constitute Net Proceeds under this clause (1) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $3,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (1) ); and

(2) (a) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, any Permitted Equity Issuance by the Borrower or any contribution to the common equity capital of the Borrower, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all taxes paid or reasonably estimated to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by the Borrower or such Restricted Subsidiary in connection with such incurrence or

issuance and (b) with respect to any Permitted Equity Issuance by any Parent Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Borrower.

“ Non-Consenting Lender ” has the meaning specified in Section 3.07 .

“ Non-Defaulting Lender ” means, at any time, a Lender that is not a Defaulting Lender.

“ Non-Excluded Taxes ” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(2)(c) .

“ Non-Recourse Indebtedness ” means Indebtedness that is non-recourse to the Borrower and the Restricted Subsidiaries.

“ Note ” means a Term Note or Revolving Note, as the context may require.

“ Notice of Intent to Cure ” has the meaning specified in Section 8.04 .

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day(or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that, if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Obligations ” means all:

(1) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims in such proceeding;

(2) obligations (other than Excluded Swap Obligations) of any Loan Party or Restricted Subsidiary arising under any Secured Hedge Agreement; and

(3) Cash Management Obligations under each Secured Cash Management Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees (including Letter of Credit fees), Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

Notwithstanding the foregoing, (a) unless otherwise agreed to by the Borrower and any applicable Hedge Bank or Cash Management Bank, the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent of the holders of Hedging Obligations under

Secured Hedge Agreements or of the holders of Cash Management Obligations under Secured Cash Management Agreements.

“ OFAC ” has the meaning specified in Section 5.17 .

“ Offered Amount ” has the meaning specified in Section 2.05(1)(e)(D)(1) .

“ Offered Discount ” has the meaning specified in Section 2.05(1)(e)(D)(1) .

“ Officer ” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Vice President of Finance, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower or any other Person, as the case may be.

“ Officer’s Certificate ” means a certificate signed on behalf of a Person by an Officer of such Person.

“ OID ” means original issue discount.

“ Opinion of Counsel ” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. Counsel may be an employee of or counsel to the Borrower or the Administrative Agent.

“ ordinary course of business ” means activity conducted in the ordinary course of business of the Borrower and any Restricted Subsidiary.

“ Organizational Documents ” means (1) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (2) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (3) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Revolving Facility Maturity Date ” has the meaning specified in the definition of “Maturity Date”.

“ Original Term Loan Maturity Date ” has the meaning specified in the definition of “Maturity Date”.

“ Other Applicable ECF ” means Excess Cash Flow or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“ Other Applicable Indebtedness ” means Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Indebtedness secured on a pari passu basis with the Obligations, together with Refinancing Indebtedness in respect of any of the foregoing that is secured on a pari passu basis with the Obligations.

“ Other Applicable Net Proceeds ” means Net Proceeds or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“ Other Commitments ” means Other Revolving Commitments and/or Other Term Loan Commitments.

“ Other Loans ” means one or more Classes of Other Revolving Loans and/or Other Term Loans that result from a Refinancing Amendment.

“ Other Revolving Commitments ” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.

“ Other Revolving Loans ” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“ Other Taxes ” means all present or future stamp or documentary Taxes, intangible, recording, filing, excise (that is not based on net income), property or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding, for the avoidance of doubt, any such Taxes that are Excluded Taxes (other than Excluded Taxes imposed with respect to an assignment under Section 3.07 ).

“ Other Term Loan Commitments ” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.

“ Other Term Loans ” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“ Outstanding Amount ” means (a) with respect to the Term Loans and Revolving Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Borrowing), as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding principal amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Parent Company ” means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Borrower, provided that, if such Person, directly or indirectly, has Independent Assets or Operations, then any obligations or other amounts paid or incurred by or otherwise attributable to the Borrower or any Restricted Subsidiary on behalf of such Person, including, without limitation, amounts permitted to be paid pursuant to Section 7.05, shall be limited to such obligations directly attributable to the ownership, assets, liabilities or operation Borrower and its Subsidiaries.

“ Pari Passu Lien Debt ” has the meaning specified in clause (39) of the definition of “Permitted Liens”.

“ Participant ” has the meaning specified in Section 10.07(d) .

“ Participant Register ” has the meaning specified in Section 10.07(e) .

“ Participating Lender ” has the meaning specified in Section 2.05(1)(e)(C)(2) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or has sponsored, maintained or made contributions to at any time in the preceding five plan years.

“ Perfection Certificate ” has the meaning specified in the Security Agreement.

“ Permitted Acquisition ” has the meaning specified in clause (3) of the definition of “Permitted Investments”.

“ Permitted Asset Swap ” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 2.05(2)(b)(i) .

“ Permitted Bond Hedge Transaction ” means any call or capped call option (or substantively equivalent derivative transaction) on the Borrower’s common equity purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“ Permitted Convertible Indebtedness Call Transaction ” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

“ Permitted Equal Priority Refinancing Debt ” means any secured Indebtedness incurred by the Borrower and/or any Guarantor in the form of one or more series of senior secured notes, bonds or debentures or first lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness is secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies) and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness”, (iii) the only obligors in respect of such Indebtedness shall be the Borrower and/or the Guarantors and (iv) the applicable Loan Parties, the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or Collateral Agent shall be party to an Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies).

“ Permitted Equity Issuance ” means any sale or issuance of any Qualified Equity Interests of the Borrower or any Parent Company.

“ Permitted Holder ” means (a) one or more of the Existing Stockholders and Management Stockholders, (b) any group (within the meaning of Section 13(d)(3) of the Exchange Act) of which any of the foregoing are members; provided that in the case of such group and without giving effect to the existence of such group or any other group, such Existing Stockholders and Management Stockholders that are members of such group, collectively, have, directly or indirectly, beneficial ownership of more than 50.0% of the aggregate ordinary voting power represented by the then issued and outstanding Equity Interests of the Borrower and (c) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock (other than Disqualified Stock) of the Borrower or any Parent Company, other than, in the case of this clause (c), any Person acting in the capacity of an

underwriter in connection with (1) public offerings with respect to the Borrower’s or any Parent Company’s common equity registered on Form S-4 or Form S-8, (2) issuances of any Capital Stock of the Borrower or any Parent Company to any Restricted Subsidiary of the Borrower, and (3) any public or private offering of Capital Stock of the Borrower or any Parent Company that constitutes an Excluded Contribution.

“ Permitted Incremental Equivalent Debt ” means Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Guarantor in respect of one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), first lien or junior lien loans, unsecured or subordinated loans or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on an equal priority (but without regard to the control of remedies) or junior priority basis with the Liens on Collateral securing the First Lien Obligations under this Agreement, and that are issued or made in lieu of Incremental Commitments; provided that:

(i) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) if otherwise not consistent with the terms of the Closing Date Term Loans, not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, except to the extent necessary to provide for (1) covenants and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or (2) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility;

(ii) the aggregate principal amount of all Permitted Incremental Equivalent Debt shall not exceed the Available Incremental Amount at the time of incurrence (it being understood that for purposes of this clause (ii) , references in Section 2.14(4)(c)(B) (other than the first proviso thereto) to Incremental Loans or Incremental Revolving Commitments shall be deemed to be references to Permitted Incremental Equivalent Debt);

(iii) such Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party;

(iv) in the case of Permitted Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of the Borrower or any Restricted Subsidiary other than any asset constituting Collateral;

(v) if such Permitted Incremental Equivalent Debt is secured, such Permitted Incremental Equivalent Debt shall be subject to the applicable Intercreditor Agreement(s);

(vi) such Permitted Incremental Equivalent Debt, (a) shall not mature earlier than the Latest Maturity Date and (b) shall have a Weighted Average Life to Maturity not shorter than longest remaining Weighted Average Life to Maturity of the Term Loans outstanding on the date of incurrence of such Permitted Incremental Equivalent Debt;

(vii) any mandatory prepayments of (I) any Permitted Incremental Equivalent Debt that comprises junior lien or unsecured notes or loans may not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder or pursuant to the terms of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, first made or offered to the holders of the Term Loans constituting First Lien

Obligations and any such Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, and (II) any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement in respect of events described in Section 2.05(2)(a) , (b) and (d)(i) may be made on a pro rata basis or less than a pro rata basis with the Term Loans constituting First Lien Obligations; and

(viii) in the case of Permitted Incremental Equivalent Debt secured by a Lien on the Collateral ranking pari passu with the First Lien Obligations under this Agreement, the All-In Yield of the Closing Date Term Loans shall be subject to the adjustment in the manner set forth in the proviso to Section 2.14(5)(c) (to the extent then applicable to Incremental Term Loans), determined for purposes of this clause (viii) as if the Permitted Incremental Equivalent Debt were Incremental Term Loans;

provided , further , that “Permitted Incremental Equivalent Debt” may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (vi) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (vi) of the first proviso in this definition shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.

“ Permitted Indebtedness ” means Indebtedness permitted to be incurred in accordance with Section 7.02 .

“ Permitted Investments ” means:

(1) any Investment in the Borrower or any Restricted Subsidiary; provided that the aggregate amount of investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties pursuant to this clause (1) shall not exceed the greater of (i) $15,000,000 and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(2) any Investment(s) in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(3) (a) any Investment by the Borrower or any Restricted Subsidiary in any Person that is engaged (directly or through entities that will be Restricted Subsidiaries) in a Similar Business if, as a result of such Investment, (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets or assets constituting a business unit, a line of business or a division of such Person to, or is liquidated into, the Borrower or a Restricted Subsidiary (a “ Permitted Acquisition ”); provided that (I) immediately after giving pro forma effect to any such Investment, no Event of Default will have occurred and be continuing and before or substantially contemporaneously with the making of such Investment, the Borrower will deliver to the Administrative Agent an Officer’s Certificate of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, certifying that all of the requirements in this clause (3) have been or will be satisfied on or prior to the consummation of such Investment and (II) the aggregate amount of investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties pursuant to this clause (3) shall not exceed the greater of (i) $15,000,000 and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis); and

(b) any Investment held by such Person described in the preceding clause (a) ; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made in accordance with Section 7.04 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, in each of the foregoing cases with respect to any such Investment or binding commitment in effect on the Closing Date in excess of $5,000,000 individually and $15,000,000 in the aggregate for all such Investments and binding commitments, as set forth on Schedule 7.05 , or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment or binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted hereunder;

(6) any Investment acquired by the Borrower or any Restricted Subsidiary:

(a) in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Borrower or any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

(b) in satisfaction of judgments against other Persons;

(c) as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(d) as a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations permitted under Section 7.02(b)(10) ;

(8) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges with the Borrower or any Restricted Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such merger;

(9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company; provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 7.05(a) ;

(10) (a) guarantees of Indebtedness permitted under Section 7.02 , performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, and (b) the creation of Liens on the assets of the Borrower or any Restricted Subsidiary in compliance with Section 7.01 ;

(11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.07(b) (except transactions described in clauses (2) , (5) , (9) , (15) or (22) of such Section);

(12) Investments consisting of (x) purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or (y) the contribution, licensing or sublicensing of intellectual property, including pursuant to joint marketing arrangements with other Persons, in the ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to this subclause (y) that is outside of the ordinary course of business (i) shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole and (ii) if done by a Loan Party to or in favor of any of its Affiliates that is not a Loan Party shall be on terms not materially less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(13) Investments, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed (as of the date such Investment is made) the greater of (i) $50,000,000 and (ii) 33% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or any Restricted Subsidiary or to otherwise fund required reserves);

(15) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, independent contractors and members of management not in excess of $3,500,000, in the aggregate in any fiscal year of the Borrower;

(16) loans and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the ordinary course of business or consistent with past practice or to future, present and former employees, directors, officers, members of management, independent contractors and consultants (and their Controlled Investment Affiliates and Immediate Family Members) to fund such Person’s purchase of Equity Interests of the Borrower or any Parent Company;

(17) advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors by the Borrower or any Restricted Subsidiary, in each case, (i) in the ordinary course of business, (ii) consistent with past practice or (iii) consistent with industry practice;

(18) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with industry practice; provided that any of the foregoing that is outside of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole;

(19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice;

(20) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts;

(21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business (i) in the ordinary course of business or (ii) consistent with industry practice;

(22) the purchase or other acquisition of any Indebtedness of the Borrower or any Restricted Subsidiary to the extent not otherwise prohibited hereunder;

(23) Investments in Unrestricted Subsidiaries or joint ventures, taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary or joint venture to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities, not to exceed (as of the date such Investment is made) the greater of (i) $15,000,000 and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(24) Investments in the ordinary course of business or consistent with industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

(25) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or any of its Subsidiaries, which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary, or by reason of applicable Law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

(26) Investments constituting Loans Held For Sale;

(27) Investments consisting of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry practice;

(28) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business or consistent with industry practice in connection with the cash management operations of the Borrower and its Subsidiaries;

(29) acquisitions of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company, the Borrower, or any Subsidiary of the Borrower in connection with such director’s, officer’s, employee’s consultant’s or independent contractor’s acquisition of Equity Interests of the Borrower or any Parent Company, to the extent no cash is actually advanced by the Borrower or any Restricted Subsidiary to such directors, officers, employees, consultants or independent contractors in connection with the acquisition of or discharge of any such obligations;

(30) Investments constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 7.04 ;

(31) Investments resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;

(32) loans and advances to any Parent Company in lieu of and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made in cash to such Parent Company in accordance with Section 7.05 at such time, such Investment being treated for purposes of the applicable clause of Section 7.05 , including any limitations, as if a Restricted Payment were made pursuant to such applicable clause;

(33) any other Investments if, on a pro forma basis after giving effect to such Investment, the First Lien Net Leverage Ratio would be equal to or less than 2.00 to 1.00 as of the last day of the Test Period most recently ended;

(34) Permitted Bond Hedge Transactions;

(35) any Investment made by any Restricted Subsidiary that is not a Loan Party to the extent that such Investment is financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under this Agreement; and

(36) Investments of the type described in clauses (9) and (10) of the definition of Cash Equivalents; provided that such Investments shall be permitted to have maturities of up to ten (10) years.

“ Permitted Junior Priority Refinancing Debt ” means secured Indebtedness incurred by the Borrower and/or any Guarantor in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness is secured by a Lien on all or a portion of the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations under this Agreement and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”, (iii) the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or the Collateral Agent shall be party to an Intercreditor Agreement providing that the Liens on Collateral securing such obligations shall rank junior to the Liens on Collateral securing the First Lien Obligations under this Agreement, and (iv) the only obligors in respect of such Indebtedness shall be the Borrower and/or the Guarantors.

“ Permitted Liens ” means, with respect to any Person:

(1) Liens created pursuant to any Loan Document;

(2) Liens, pledges or deposits made in connection with:

(a) workers’ compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation or regulations;

(b) insurance-related obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for the benefit of) insurance carriers providing property, casualty or liability insurance or otherwise supporting the payment of items set forth in the foregoing clause (a) ; or

(c) bids, tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities, and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, contested taxes or import or customs duties and obligations in respect of letters of credit, bank guarantees, completion guarantees or similar instruments that have been posted to support the same, in each case incurred in the ordinary course of business or consistent with industry practice;

(3) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction, mechanics’ or other similar Liens, or landlord Liens specifically created by contract (a) for sums not yet overdue for a period of more than sixty (60) days or, if more than sixty (60)

days overdue, are unfiled and no other action has been taken to enforce such Liens or (b) being contested in good faith by appropriate actions or other Liens arising out of or securing judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than thirty (30) days or not yet payable, not required to be paid under Section 6.04 or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(5) [reserved];

(6) survey exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its real properties or related fixtures that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on Mortgage Policies insuring Liens granted on Mortgaged Properties;

(7) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (4) , (6) , (13) , (15) , (23) or (31) of Section 7.02(b) or, with respect to assumed Indebtedness not incurred in contemplation of the relevant acquisition, Disqualified Stock or Preferred Stock only, clause (14)(b) of Section 7.02(b) ; provided that:

(a) Liens securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets as the assets securing the Refinanced Debt (as defined in the definition of Refinancing Indebtedness), plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance, extend, replace, renew or defease Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (4) or (13) of Section 7.02(b) ;

(b) Liens securing obligations relating to Indebtedness or Disqualified Stock permitted to be incurred pursuant to such clause (23) or (31) extend only to the assets of Subsidiaries that are not Guarantors;

(c) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided , further , that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty; and

(d) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be assumed pursuant to such clause (14)(b) are solely on acquired property or the assets of the acquired entity (other than after acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof).

(8) Liens existing, or provided for under binding contracts existing, on the Closing Date ( provided that any such Lien securing obligations in an aggregate amount on the Closing Date in excess of $5,000,000 shall be set forth on Schedule 7.01 );

(9) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

(10) Liens on property or other assets at the time the Borrower or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any Restricted Subsidiary ( provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(11) Liens securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 7.02 ;

(12) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(13) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14) leases, subleases, licenses or sublicenses (or other agreement under which the Borrower or any Restricted Subsidiary has granted rights to end users to access and use the Borrower’s or any Restricted Subsidiary’s products, technologies or services) that do not (a) materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole or (b) secure any Indebtedness; provided that any lease, sublease, license or sublicense pursuant to this clause (14) by a Loan Party to any of its Affiliates that is not a Loan Party outside of the ordinary course of business shall be on terms not materially less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(15) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Borrower and the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(16) Liens in favor of the Borrower or any Guarantor;

(17) Liens on equipment or vehicles of the Borrower or any Restricted Subsidiary granted in the ordinary course of business;

(18) Liens on Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility and Liens on any receivables transferred in connection with a Receivables Financing

Transaction, including Liens on such receivables resulting from precautionary UCC filings or from re-characterization or any such sale as a financing or a loan;

(19) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock secured by any Lien referred to in clauses (7) , (8) , (9) , (10) or this clause (19) of this definition; provided that: (a) such new Lien shall have equal or junior priority and will be limited to all or part of the same property that was subject to the original Lien ( plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness, Disqualified Stock or Preferred Stock described under such clauses (7) , (8) , (9) , (10) or this clause (19) at the time the original Lien became a Permitted Lien hereunder, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock;

(20) deposits made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements, including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(21) other Liens securing obligations in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of (i) $45,000,000 and (ii) 25% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis), which, at the election of the Borrower, shall be subject to the applicable Intercreditor Agreement(s);

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(23) (a) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, (b) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (c) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(24) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(7) ;

(25) Liens (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent with industry practice and (c) in favor of banking or other institutions or other electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with such institution (including the right of setoff) and that are within the general parameters customary in the banking industry;

(26) Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Agreement; provided that such Liens do not extend to assets other than those that are subject to such repurchase agreements;

(27) Liens that are contractual rights of setoff (a) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations or (b) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary, in any such case of this clause (27), in the ordinary course of business or consistent with industry practice;

(28) Liens on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted hereunder;

(29) any encumbrance or restriction (including put and call arrangements, tag, drag, purchase options, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens (a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 7.04 ;

(31) ground leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;

(32) Liens on Capital Stock or other securities of an Unrestricted Subsidiary;

(33) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Borrower or any of the Restricted Subsidiaries as a lessee, sublessee, licensee or sublicensee in the ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to this clause (33) that is outside of the ordinary course of business (i) shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole, and (ii) any such lease or license between a Loan Party and any of its Affiliates that is not a Loan Party shall be on terms not materially less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(34) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business or consistent with industry practice of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(35) rights of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents (to the extent such terms are within the general parameters customary in the banking industry) of banks, other financial institutions or other electronic payment service providers in relation to the maintenance or administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

(36) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Agreement;

(37) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments by a third party relating to such property or assets;

(38) Liens on all or any portion of the Collateral (but no other assets) to secure obligations in respect of (a) Indebtedness permitted to be incurred pursuant to Section 7.02(b) ; provided that after giving pro forma effect to the incurrence of the then proposed Indebtedness (and without netting any cash received from the incurrence of such proposed Indebtedness), (i) if such Indebtedness is secured on a (x) pari passu basis with the Liens that secure the First Lien Obligations under this Agreement (“ Pari Passu Lien Debt ”), the First Lien Net Leverage Ratio would be no greater than 2.00 to 1.00 or (y) junior basis to the Liens that secure the First Lien Obligations (“ Junior Lien Debt ”), the Secured Net Leverage Ratio would be no greater than 2.25 to 1.00, (ii) such Liens are in each case subject the applicable Intercreditor Agreement(s), (iii) if such Liens secure Indebtedness that is secured on a pari passu basis with the First Lien Obligations under this Agreement, then the Borrower shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) (to the extent then applicable to Incremental Term Loans) as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14 , (iv) shall have a maturity date that is no earlier than the Original Term Loan Maturity Date and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans, and (b) any Refinancing Indebtedness in respect of Pari Passu Lien Debt or Junior Lien Debt (but subject to the foregoing clause (iii) );

(39) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds, in any such case, arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to this clause that is outside of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole;

(40) Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any Environmental Law;

(41) Liens disclosed by the title insurance reports or policies delivered on or prior to the Closing Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(42) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(43) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(44) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(45) zoning, building and other similar land use restrictions, including site plan agreements, development agreements and contract zoning agreements;

(46) if a loan included in a Bank Partner Loan Portfolio is determined not to create an ownership interest of the Bank Partner in such loan and the acquisition, custody or maintenance of such loan is re-characterized as a security interest in such loan in favor of the Bank Partner, the Lien with respect to such security interest;

(47) Liens on all or any portion of the Collateral (but no other assets) securing (i) Permitted Incremental Equivalent Debt, (ii) Permitted Equal Priority Refinancing Debt or (iii) Permitted Junior

Priority Refinancing Debt, and, in each case, Liens securing any Refinancing Indebtedness in respect thereof;

(48) Liens on the assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness or other obligations of such Restricted Subsidiaries or any other Restricted Subsidiaries that are not Loan Parties that is permitted by Section 7.02 or otherwise not prohibited by this Agreement;

(49) Liens on assets of Restricted Subsidiaries that are Foreign Subsidiaries (i) securing Indebtedness and other obligations of such Foreign Subsidiaries or (ii) to the extent arising mandatorily under applicable Law;

(50) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee, escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose; and

(51) Liens on cash or Cash Equivalents deposited as security for the Borrower’s or any Restricted Subsidiary’s reimbursement obligations with respect to letters of credit to the extent (i) such Indebtedness is permitted under Section 7.02(b)(2) and (ii) the aggregate amount of such cash and Cash Equivalents deposited as security therefor does not exceed 105% of the face amount of such letters of credit.

If any Liens securing obligations are incurred to refinance liens securing obligations initially incurred in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the sum of (x) the principal amount of such obligations secured by such Liens being refinanced, plus (y) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (z) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

For purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable on or with respect to such Indebtedness.

“ Permitted Ratio Debt ” has the meaning specified in Section 7.02(a) .

“ Permitted Tax Distributions ” means:

(A) for so long as the Borrower is treated as a partnership for U.S. federal income tax purposes, quarterly cash distributions to the equity holders of Borrower equal to the product of (1) the maximum combined U.S. federal, New York State and New York City tax rate applicable to an individual or a corporation, whichever is higher, and (2) the taxable income of the Borrower allocated to any direct or indirect equity holder for such quarterly estimated tax period, in each of cases (1) and (2), determined in the manner described in the next sentence (the “ Applicable Tax ”). The Applicable Tax shall be determined (i) by taking into account the character of income (e.g., as ordinary income or long-term or short-term capital gain) allocated to each holder, (ii) by taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes, (iii) without taking into account any adjustments under Sections 734 or 743 of the Code and (iv) without taking into account any items of income or gain allocated to the holders pursuant to Section 704(c) of the Code (or in accordance with the

principles of Section 704(c) of the Code); provided that for purposes of this Agreement, the Applicable Tax for any quarter shall be determined by taking into account any adjustments under Sections 734 or 743 of the Code if (x) an Event of Default has occurred, is continuing or would result from such Permitted Tax Distribution and (y) the Required Lenders have not waived such Event of Default. Permitted Tax Distributions shall not exceed, quarterly, an amount equal to Borrower’s good faith estimate of the Applicable Tax with respect to such quarter, and additional Permitted Tax Distributions may be made annually after the end of Borrower’s taxable year, to the extent necessary, so that the amount of the Permitted Tax Distributions made for such taxable year equals the aggregate Applicable Tax for such year. If, at any time, the amount of Permitted Tax Distributions that have been made by Borrower exceeds the aggregate Applicable Tax for all prior quarters, then such excess shall reduce the amount of Permitted Tax Distributions that are permitted to be made with respect to subsequent quarters. For purposes of determining the amount of any Permitted Tax Distributions with respect to a holder, proper adjustments shall be made so as to avoid duplication of any amounts previously permitted to be distributed pursuant to Section 7.05(b)(24) of this Agreement; and

(B) for any taxable period for which the Borrower is a member of a consolidated, combined or similar tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or indirect parent of Borrower is the common parent (a “ Tax Group ”), quarterly cash distributions to enable such common parent to pay the portion of any U.S. federal, state and local income taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of the Borrower and its Subsidiaries; provided that the amount of such distributions for any taxable period shall not exceed the amount of such taxes that the Borrower and/or its Subsidiaries, as applicable, would have paid had Borrower and/or its Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group).

“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness incurred by the Borrower and/or the Guarantors in the form of one or more series of senior unsecured notes, bonds or debentures or unsecured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (ii) the only obligors in respect of such Indebtedness are the Borrower and/or the Guarantors.

“ Permitted Warrant Transaction ” means any call option on, or warrant or right to purchase (or substantively equivalent derivative transaction) the Borrower’s or a Public Parent’s common equity sold by the Borrower or a Parent Company substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

“ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledged Collateral ” has the meaning specified in the Security Agreement.

“ Preferred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“ Previously Absent Financial Maintenance Covenant ” means, at any time (x) any financial maintenance covenant that is not included in this Agreement at such time and (y) any financial maintenance covenant that is included in this Agreement at such time but with covenant levels and component definitions (to the extent relating to such financial maintenance covenant) in this Agreement that are less restrictive on the Borrower and the Restricted Subsidiaries than those in the applicable Incremental Amendment, Refinancing Amendment,

Extension Amendment or amendment in respect of Replacement Loans or any documents relating to Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or Refinancing Indebtedness.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Private - Side Information ” means any information with respect to any Parent Company, the Borrower and their respective Subsidiaries that is not Public-Side Information.

“ Projections ” means the projections of the Borrower dated July 17, 2017, together with any supplement or update to such projections delivered by or on behalf of the Borrower to the Arrangers on or prior to the Closing Date, taken as a whole.

“ Pro Rata Share ” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure) and, if applicable and without duplication, Term Loans of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure) and, if applicable and without duplication, Term Loans at such time; provided that when used with respect to (i) Commitments, Loans, interest and fees under the Revolving Facility, “Pro Rata Share”, shall mean with respect to any Lender such Lender’s Applicable Percentage and (ii) Commitments, Loans and interest under any Term Facility, “Pro Rata Share”, shall mean, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Commitments and Term Loans of such Lender under such Term Facility at such time and the denominator of which is the amount of the aggregate Term Commitments and Term Loans under such Term Facility at such time.

“ Public Company Costs ” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Borrower’s or its Restricted Subsidiaries’ initial establishment of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Public Parent ” means any Parent Company that (a) has consummated the Company IPO, (ii) is required to make periodic filings with the SEC under Section 13 or 15 of the Exchange Act with respect to its Equity Interests and (iii) is not a direct or indirect Subsidiary of any other Person that is required to make periodic filings with the SEC under Section 13 or 15 of the Exchange Act with respect to its Equity Interests.

“ Public - Side Information ” means (i) at any time prior to any Parent Company, the Borrower or any of its Subsidiaries becoming the issuer of any Traded Securities, information that is (a) of a type that would be required by applicable Law to be publicly disclosed in connection with an issuance by any Parent Company, the Borrower or any of its Subsidiaries of its debt or equity securities pursuant to a registered public offering made at such time or (b) not material to make an investment decision with respect to securities of any Parent Company, the Borrower or any of its Subsidiaries (for purposes of United States federal and state securities laws), and (ii) at any time on and after any Parent Company, the Borrower or any of its Subsidiaries becoming the issuer of any Traded Securities, information that does not constitute material non-public information (within the meaning of United States federal and state securities laws) with respect to any Parent Company, the Borrower or any of its Subsidiaries or any of their respective securities.

“ Purchase Money Obligations ” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Stock.

“ Qualified Proceeds ” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“ Qualified Securitization Facility ” means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary, (b) the obligations under such Securitization Facility are nonrecourse to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) but may include Standard Securitization Undertakings, (c) all sales or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and are received by the Borrower or a Restricted Subsidiary or (2) constituting a receivables financing facility.

“ Qualifying Lender ” has the meaning specified in Section 2.05(1)(e)(D)(3) .

“ Quarterly Financial Statements ” means the unaudited consolidated balance sheets and related unaudited statements of operations and cash flows of GreenSky, LLC and its subsidiaries for the fiscal quarters ended March 31, 2017 and June 30, 2017.

“ Rating Agencies ” means Moody’s and S&P, or if Moody’s or S&P (or both) does not make a rating on the relevant obligations publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower and reasonably acceptable to the Administrative Agent that will be substituted for Moody’s or S&P (or both), as the case may be.

“ Receivables Financing Transaction ” means any transaction or series of transactions entered into by the Borrower or any Restricted Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a non-related third party on market terms as determined in good faith by the Borrower; provided that such Receivables Financing Transaction is (i) non-recourse to the Borrower and the Restricted Subsidiaries and their assets, other than any recourse solely attributable to a breach by the Borrower or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with a “true sale” of receivables on a non-recourse basis and (ii) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the “true sale” of receivables on market terms for similar transactions.

“ Recipient ” means (a) any Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“ Reference Rate ” means (x) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to the Eurodollar Rate and (y) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Base Rate floor, the interest rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) the Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day).

“ Refinance ” has the meaning assigned in the definition of “Refinancing Indebtedness”, and “ Refinancing ” and “ Refinanced ” have meanings correlative to the foregoing.

“ Refinanced Debt ” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.

“ Refinancing Amendment ” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent (solely as such amendment relates to any Additional Lender providing any portion of the Other Loans or Other Commitments pursuant to such amendment) and the Borrower executed by each of (a) the Borrower and (b) each Additional Lender and Lender that agrees to provide any portion of the Other Loans or Other Commitments being incurred or provided pursuant thereto, in accordance with Section 2.15 .

“ Refinancing Indebtedness ” means (x) Indebtedness incurred by the Borrower or any Restricted Subsidiary, (y) Disqualified Stock issued by the Borrower or any Restricted Subsidiary or (z) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves to extend, replace, refund, refinance, renew or defease (“ Refinance ”) any Indebtedness, Disqualified Stock or Preferred Stock, including any Refinancing Indebtedness, so long as:

(1) the principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation preference of such new Disqualified Stock does not exceed (a) the principal amount of (or accreted value, if applicable) Indebtedness, the amount of Preferred Stock or the liquidation preference of Disqualified Stock being so extended, replaced, refunded, refinanced, renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “ Refinanced Debt ”), plus (b) any accrued and unpaid interest on, or any accrued and unpaid dividends on, such Refinanced Debt, plus (c) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or to Refinance such Refinanced Debt (such amounts in clause (b) and (c) , the “ Incremental Amounts ”);

(2) such Refinancing Indebtedness has:

(a) Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the applicable Refinanced Debt; and

(b) final scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date that is 91 days after the Latest Maturity Date of the Loans);

(3) to the extent such Refinancing Indebtedness Refinances (a) Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an acquisition and not created in contemplation thereof), unless such Refinancing constitutes a Restricted Payment permitted by Section 7.05 , such Refinancing Indebtedness is subordinated to the Loans or the Guaranty thereof at least to the same extent as the applicable Refinanced Debt, (b) Junior Lien Debt, such Refinancing Indebtedness is (i) unsecured or (ii) secured by Liens that are subordinated to the Liens that secure the Loans or the Guaranty thereof, in each case at least to the same extent as the applicable Refinanced Debt pursuant to an Intercreditor Agreement unless such Refinancing Indebtedness is secured by a Lien that is not so subordinated that is permitted by Section 7.01 , or (c) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively;

(4) the only obligors in respect of such Refinancing Indebtedness shall be the Borrower and/or the Guarantors;

(5) such Refinancing Indebtedness shall not be secured by any assets or property of the Borrower or any Restricted Subsidiary that does not secure the Refinanced Debt being Refinanced ( plus

improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property); and

(6) if the incurrence of the Refinanced Debt was subject to provisions hereunder restricting the addition of Previously Absent Financial Maintenance Covenants, the incurrence of the Refinancing Indebtedness with respect thereto shall be subject to the same restrictions.

provided that Refinancing Indebtedness will not include:

(a) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness or Disqualified Stock of the Borrower;

(b) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(c) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

provided , further , that (x) clause (2) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness incurred under clauses (2) and (30) of Section 7.02(b) (including any successive Refinancings thereof incurred under clause (13) of Section 7.02(b) ) and any Junior Financing (other than Junior Financing assumed or acquired in an Investment or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (y) Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (2) of this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (2) of this definition).

“ Refunding Capital Stock ” has the meaning specified in Section 7.05(b)(2) .

“ Register ” has the meaning specified in Section 10.07(c) .

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Rejection Notice ” has the meaning specified in Section 2.05(2)(g) .

“ Related Business Assets ” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a Restricted Subsidiary.

“ Related Indemnified Person ” of an Indemnitee means (1) any controlling Person or controlled Affiliate of such Indemnitee, (2) the respective directors, officers, partners, employees, advisors or successors of such Indemnitee or any of its controlling Persons or controlled Affiliates and (3) the respective agents, trustees and other representatives of such Indemnitee or any of its controlling Persons or controlled Affiliates, in the case of this clause (3) , acting at the instructions of such Indemnitee, controlling Person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling Person in this definition pertains to a controlled Affiliate or controlling Person involved in the negotiation of this Agreement or the syndication of the Facilities. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of

the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Related Person ” means, with respect to any Person, (a) any Affiliate of such Person, (b) the respective directors, officers, partners, employees, advisors, agents, trustees and other representatives of such Person or any of its Affiliates and (c) the successors and permitted assigns of such Person or any of its Affiliates.

“ Release ” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into or migration through the Environment.

“ Replaced Loans ” has the meaning specified in Section 10.01 .

“ Replacement Loans ” has the meaning specified in Section 10.01 .

“ Reportable Event ” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“ Repricing Transaction ” means (i) the prepayment, refinancing, substitution, replacement or conversion of all or a portion of the Closing Date Term Loans with the incurrence by the Borrower or any other Subsidiary of any senior secured first lien term loans under any credit facilities the primary purpose of which is to reduce the All-In Yield of such Indebtedness relative to the Closing Date Term Loans so repaid, refinanced, substituted, replaced or converted (as determined in good faith by the Borrower) and (ii) any amendment to this Agreement the primary purpose of which is to reduce the All-In Yield applicable to the Closing Date Term Loans (as determined in good faith by the Borrower), excluding, in each case, for avoidance of doubt, any such reductions in connection with (a) a Change of Control or (b) an Enterprise Transformative Event.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a L/C Application.

“ Required Facility Lenders ” means, as of any date of determination, with respect to one or more Facilities, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations under such Facility or Facilities being deemed “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility or Facilities; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders; provided , further , that, to the same extent specified in Section 10.07(i) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on the other Lenders.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Commitments; provided that the unused Term Commitment and unused Revolving Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided , further , that the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Lenders unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on the other Lenders.

“ Required Revolving Facility Lenders ” means the Required Facility Lenders under the Revolving Facility.

“ Responsible Officer ” means, with respect to a Person, the chief executive officer, chief operating officer, president, executive vice president, chief financial officer, treasurer or assistant treasurer or other similar officer or Person performing similar functions, of such Person and, solely for purposes of notices given pursuant to Article II , any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. With respect to any document delivered by a Loan Party on the Closing Date, Responsible Officer includes any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Borrower.

“ Restricted Investment ” means any Investment other than any Permitted Investment(s).

“ Restricted Payment ” has the meaning specified in Section 7.05 .

“ Restricted Subsidiary ” means, at any time, any direct or indirect Subsidiary of the Borrower (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Restricted Subsidiary for purposes of Section 8.01(5) , (6) or (7) ; provided , further , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary will be included in the definition of “Restricted Subsidiary”. Wherever the term “Restricted Subsidiary” is used herein with respect to any Subsidiary of a referenced Person that is not the Borrower, then it will be construed to mean a Person that would be a Restricted Subsidiary of the Borrower on a pro forma basis following consummation of one or a series of related transactions involving such referenced Person and the Borrower (unless such transaction would include a designation of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Agreement).

“ Retained Excess Cash Flow Amount ” shall mean, initially, $0, which amount shall be increased on each ECF Due Date, so long as Excess Cash Flow for such fiscal year is greater than $0 and any payment required pursuant to Section 2.05(2)(a) has been offered to be made on such date, by an amount (to the extent positive) equal to the remainder of (A) the amount of Excess Cash Flow for such fiscal year, minus (B) the applicable ECF Prepayment Amount for the respective fiscal year.

“ Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Revolving Lenders pursuant to Section 2.01(2) .

“ Revolving Commitment ” means, as to each Revolving Lender, its obligation to (1) make Revolving Loans to the Borrower pursuant to Section 2.01(2) and (2) purchase participations in L/C Obligations in respect of Letters of Credit in an aggregate principal amount at any one time outstanding not to exceed the amount specified opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Commitments of all Revolving Lenders as of the Closing Date is $100,000,000, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Revolving Commitment Increase ” has the meaning specified in Section 2.14(1) .

“ Revolving Exposure ” means, as to each Revolving Lender, the sum of the amount of the Outstanding Amount of such Revolving Lender’s Revolving Loans and its Applicable Percentage of the amount of the L/C Obligations.

“ Revolving Extension Request ” has the meaning provided in Section 2.16(2) .

“ Revolving Extension Series ” has the meaning provided in Section 2.16(2) .

“ Revolving Facility ” means, at any time, the aggregate amount of the Revolving Commitments at such time.

“ Revolving Lender ” means, at any time, any Lender that has a Revolving Commitment at such time or, if Revolving Commitments have terminated, Revolving Exposure.

“ Revolving Loan ” has the meaning specified in Section 2.01(2) and includes Revolving Loans under the Closing Date Revolving Facility, Other Revolving Loans and Loans made pursuant to Extended Revolving Commitments.

“ Revolving Note ” means a promissory note of the Borrower payable to any Revolving Lender or its registered assigns, in substantially the form of Exhibit B-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Lender resulting from the Revolving Loans made by such Revolving Lender.

“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc., and any successor to its rating agency business.

“ Same Day Funds ” means disbursements and payments in immediately available funds.

“ Sanctions ” has the meaning specified in Section 5.17 .

“ SEC ” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and a Cash Management Bank; and designated in writing by the Borrower to the Administrative Agent as a “Secured Cash Management Agreement”.

“ Secured Hedge Agreement ” means any Hedge Agreement with respect to Hedging Obligations permitted under Section 7.02 that is (a) entered into by and between any Loan Party or Restricted Subsidiary and any Hedge Bank and (b) designated in writing by the Borrower to the Administrative Agent as a “Secured Hedge Agreement”.

“ Secured Indebtedness ” means any Indebtedness of the Borrower or any Restricted Subsidiary secured by a Lien.

“ Secured Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt outstanding as of the last day of such Test Period, minus, the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries (other than the Net Proceeds of a Permitted Equity Issuance applied as a Cure Amount) to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07 .

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank, each Hedge Bank, each Cash Management Bank, each Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(2) or 9.07 .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Securitization Assets ” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“ Securitization Facility ” means any transaction or series of securitization financings that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not the Borrower or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries.

“ Securitization Fees ” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.

“ Securitization Repurchase Obligation ” shall mean any obligation of a seller (or any guaranty of such obligation) of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“ Securitization Subsidiary ” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“ Security Agreement ” means, collectively, the Pledge and Security Agreement executed by the Loan Parties and the Collateral Agent, substantially in the form of Exhibit F , together with supplements or joinders thereto executed and delivered pursuant to Section 6.11 .

“ Servicing Agreements ” means the Servicing Agreements between the Borrower or any of its Restricted Subsidiaries and any Bank Partner in effect from time to time.

“ Similar Business ” means (1) any business conducted or proposed to be conducted by the Borrower or any Restricted Subsidiary on the Closing Date or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to (including non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension, development or expansion of, the businesses that the Borrower and the Restricted Subsidiaries conduct or propose to conduct on the Closing Date.

“ Solicited Discount Proration ” has the meaning specified in Section 2.05(1)(e)(D)(3) .

“ Solicited Discounted Prepayment Amount ” has the meaning specified in Section 2.05(1)(e)(D)(1) .

“ Solicited Discounted Prepayment Notice ” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(1)(e)(D) substantially in the form of Exhibit L .

“ Solicited Discounted Prepayment Offer ” means the written offer by each Lender, substantially in the form of Exhibit O , submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“ Solicited Discounted Prepayment Response Date ” has the meaning specified in Section 2.05(1)(e)(D)(1) .

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date:

(1) the fair value of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise,

(2) the present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured,

(3) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and

(4) such Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital.

The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“ SPC ” has the meaning specified in Section 10.07(g) .

“ Specified Discount ” has the meaning specified in Section 2.05(1)(e)(B)(1) .

“ Specified Discount Prepayment Amount ” has the meaning specified in Section 2.05(1)(e)(B)(1) .

“ Specified Discount Prepayment Notice ” means a written notice of the Borrower’s Offer of Specified Discount Prepayment made pursuant to Section 2.05(1)(e)(B) substantially in the form of Exhibit N .

“ Specified Discount Prepayment Response ” means the written response by each Lender, substantially in the form of Exhibit P , to a Specified Discount Prepayment Notice.

“ Specified Discount Prepayment Response Date ” has the meaning specified in Section 2.05(1)(e)(B)(1) .

“ Specified Discount Proration ” has the meaning specified in Section 2.05(1)(e)(B)(3) .

“ Specified Distribution ” means a dividend or distribution to the holders of the Equity Interests of the Borrower in an aggregate amount not to exceed $350,000,000.

“ Specified Transaction ” means:

(1) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Borrower, in each case, in connection with an acquisition or Investment;

(2) any designation of operations or assets of the Borrower or a Restricted Subsidiary as discontinued operations (as defined under GAAP);

(3) any Investment that results in a Person becoming a Restricted Subsidiary;

(4) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Agreement;

(5) any purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division of any Person;

(6) any Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower or (b) of a business, business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise;

(7) any operational changes identified by the Borrower that have been made by the Borrower or any Restricted Subsidiary during the Test Period;

(8) any borrowing of Incremental Loans or Permitted Incremental Equivalent Debt (or establishment of Incremental Commitments); or

(9) any Restricted Payment or other transaction that by the terms of this Agreement requires a financial ratio to be calculated on a pro forma basis.

“ Standard Securitization Undertakings ” shall mean representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary which the Borrower has determined in good faith to be customary in a Securitization Facility and do not have the effect of Guaranteeing the repayment of any such Securitization Facility or limiting the loss or credit risk of lenders or purchasers with respect to payment or performance by the obligors of the accounts receivable so transferred, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Eurodollar Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Submitted Amount ” has the meaning specified in Section 2.05(1)(e)(C)(1) .

“ Submitted Discount ” has the meaning specified in Section 2.05(1)(e)(C)(1) .

“ Subordinated Indebtedness ” means any Indebtedness of any Loan Party that by its terms is subordinated in right of payment to the Obligations of such Loan Party arising under the Loans or the Guaranty.

“ Subsidiary ” means, with respect to any Person:

(1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantor ” means any Guarantor that is a Restricted Subsidiary of the Borrower.

“ Successor Borrower ” has the meaning specified in Section 7.03(4) .

“ Supplemental Administrative Agent ” and “ Supplemental Administrative Agents ” have the meanings specified in Section 9.15(1) .

“ Swap Obligation ” has the meaning specified in the definition of “Excluded Swap Obligation”.

“ Tax ” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding) of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.

“ Tax Indemnitee ” as defined in Section 3.01(5) .

“ Tax Receivable Agreement ” means an agreement to be dated on or about the date of the Company IPO between the Public Parent and the pre-Company IPO equity holders of the Borrower, relating to payment by the Public Parent to such pre-Company IPO equity holders of tax benefits relating to increases in tax basis resulting from acquisitions by the Public Parent of equity interests in the Borrower from such pre-Company IPO equity holders, and having terms and conditions that are not materially less favorable to the Lenders than those commonly found in tax receivable agreements that have been publicly filed with the SEC with respect to similarly-situated taxpayers.

“ Term Borrowing ” means a Borrowing of any Term Loans.

“ Term Commitment ” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to this Agreement and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) an amendment in respect of Replacement Loans. The initial amount of each Term Lender’s Term Commitment is specified on Schedule 2.01 under the caption “Closing Date Term Loan Commitment” or, otherwise, in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption), Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment in respect of Replacement Loans pursuant to which such Lender shall have assumed its Commitment, as the case may be.

“ Term Facility ” means any Facility consisting of Term Loans of a single Class and/or Term Commitments with respect to such Class of Term Loans.

“ Term Lender ” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“ Term Loan ” means any Closing Date Term Loan, Incremental Term Loan, Other Term Loan, Extended Term Loan or Replacement Loan, as the context may require.

“ Term Loan Cross Default ” has the meaning specified in Section 8.01(2) .

“ Term Loan Extension Request ” has the meaning provided in Section 2.16(1) .

“ Term Loan Extension Series ” has the meaning provided in Section 2.16(1) .

“ Term Loan Increase ” has the meaning specified in Section 2.14(1) .

“ Term Note ” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“ Termination Conditions ” means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

“ Test Period ” in effect at any time means the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in respect of which, subject to Section 1.07(1) , financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(1) or (2) , as applicable; provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 6.01(1) or (2) , the Test Period in effect shall be the period of four consecutive full fiscal quarters of the Borrower ended on or about June 30, 2017.

“ Threshold Amount ” means $30,000,000.

“ Total Assets ” means, at any time, the total assets of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the then most recent balance sheet of the Borrower or such other Person as may be available (as determined in good faith by the Borrower) (and, in the case of any determination relating to any Specified Transaction, on a pro forma basis including any property or assets being acquired in connection therewith).

“ Total Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt outstanding as of the last day of such Test Period, minus, the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries (other than the Net Proceeds of a Permitted Equity Issuance applied as a Cure Amount) to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07 .

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and L/C Obligations.

“ Traded Securities ” means any debt or equity securities issued pursuant to a public offering or Rule 144A offering.

“ Transaction Expenses ” means any fees, expenses, costs or charges incurred or paid by the Borrower or any Restricted Subsidiary or, to the extent in respect of amounts that constitute Restricted Payments permitted by Section 7.05, any Parent Company, in any such case, in connection with the Transactions, including

any expenses in connection with hedging transactions, payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or restricted stock.

“ Transactions ” means, collectively, the Specified Distribution, the funding of the Closing Date Term Loans, the Closing Date Refinancing and the payment of the Transaction Expenses.

“ Treasury Capital Stock ” has the meaning assigned to such term in Section 7.05(b)(2)(a) .

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ UCP ” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to the perfection or priority of any Lien on or otherwise with regard to any item or items of Collateral.

“ United States ” and “ U.S. ” mean the United States of America.

“ United States Tax Compliance Certificate ” has the meaning specified in Section 3.01(3)(b)(iii) .

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(3)(a) .

“ Unrestricted Subsidiary ” means:

(1) any Subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Borrower may designate:

(a) any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

(i) such designation shall be deemed an Investment;

(ii) each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary); and

(iii) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and

(b) any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(i) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and

(ii) such designation shall be deemed an incurrence by the Borrower and the Restricted Subsidiaries any of Indebtedness or liens of such Unrestricted Subsidiary immediately prior to giving effect to such designation.

Any such designation by the Borrower will be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent an Officer’s Certificate certifying that such designation complied with the foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time. As of the Closing Date, the only Unrestricted Subsidiary of the Borrower is GreenSky, Inc., a Delaware corporation.

“ Unused Bank Partner Commitments ” means, collectively at any date of determination, the aggregate amount of all unused Bank Partner Commitments as of such date

“ U.S. Lender ” means any Lender that is not a Foreign Lender.

“ USA PATRIOT Act ” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years (calculated to the nearest one-twenty-fifth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock, multiplied by the amount of such payment, by (2) the sum of all such payments; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness (the “ Applicable Indebtedness ”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of such determination will be disregarded.

“ wholly owned ” means, with respect to any Subsidiary of any Person, a Subsidiary of such Person one hundred percent (100%) of the outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable Law) is at the time owned by such Person or by one or more wholly owned Subsidiaries of such Person.

“ Withdrawal Liability ” means the liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means the applicable Loan Party and the Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(1) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(2) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(3) References in this Agreement to an Exhibit, Schedule, Article, Section, Annex, clause or subclause refer (a) to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Agreement or (b) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears, in each case as such Exhibit, Schedule, Article, Section, Annex, clause or subclause may be amended or supplemented from time to time.

(4) The term “including” is by way of example and not limitation.

(5) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(6) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(7) Article and Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement or any other Loan Document.

(8) The word “or” is not intended to be exclusive unless expressly indicated otherwise.

(9) With respect to any Default or Event of Default, the words “exists”, “is continuing” or similar expressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived.

(10) For purposes of determining compliance with any Section of Article VII , in the event that any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Affiliate Transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time, shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time. For purposes of determining compliance with the incurrence of any Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness that restricts the amount of such Indebtedness relative to the amount of Credit Agreement Refinanced Debt or Refinanced Debt, respectively, the Borrower and Restricted Subsidiaries may incur an incremental principal amount of Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness in such refinancing to the extent that the excess portion of the Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness would otherwise be permitted to be incurred in accordance with this Agreement.

(11) For purposes hereof, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

(12) For purposes hereof, the term “consistent with industry practice” means “consistent with industry practice on terms determined pursuant to the reasonable business judgment of the relevant Loan Party or Restricted Subsidiary, as applicable”.

SECTION 1.03 Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP,

except as otherwise specifically prescribed herein. Unless the context indicates otherwise, any reference to a “fiscal year” or a “fiscal quarter” shall refer to a fiscal year ending June 30 or fiscal quarter ending September 30, December 31, March 31 or June 30 of the Borrower. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein.

SECTION 1.04 Rounding . Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05 References to Agreements, Laws, Etc . Unless otherwise expressly provided herein, (1) references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (2) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06 Times of Day and Timing of Payment and Performance . Unless otherwise specified, (1) all references herein to times of day shall be references to New York time (daylight or standard, as applicable) and (2) when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.07 Pro Forma and Other Calculations .

(1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.07 ; provided that notwithstanding anything to the contrary in clauses (2) , (3) , (4) or (5) of this Section 1.07 , when calculating the First Lien Net Leverage Ratio for purposes of (a) the definition of “Applicable Rate”, (b) Section 2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided however that voluntary prepayments made pursuant to Section 2.05(1) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.05(2)(a) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition for purposes of determining pro forma compliance with the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level.

(2) For purposes of calculating any financial ratio or test (or Consolidated EBITDA or Total Assets), Specified Transactions (and, subject to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) during the applicable Test Period or (b) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any

Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07 , then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07 .

(3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), whether prior to or following the Closing Date, net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (a) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (b) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than twenty-four (24) months after the date of such Specified Transaction (or such actions are undertaken or implemented prior to the consummation of such Specified Transaction), and (c) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period.

(4) In the event that (a) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees), issues or repays (including by redemption, repurchase, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced), (b) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock or (c) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, issuance, repayment or redemption of Indebtedness, issuance or repurchase or redemption of Disqualified Stock or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period, in which case such incurrence, issuance, repayment or redemption of Indebtedness or issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, in each case will be given effect, as if the same had occurred on the first day of the applicable Test Period); provided , however , that at the election of the Borrower, the pro forma calculation will not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 7.02(c) .

(5) Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate.

(6) Notwithstanding anything to the contrary in this Section 1.07 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into, no pro forma effect shall be given to any discontinued operations (and the

Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.

(7) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) on or prior to the relevant date of determination.

(8) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “ LCT Election ”, which LCT Election may be in respect of one or more of clauses (a) , (b) , (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “ LCT Test Date ”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which internal financial statements are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(1) , or, solely with respect to the Borrower, Section 8.01(6) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless, other than if an Event of Default pursuant to Section 8.01(1) , or, solely with respect to the Borrower, Section 8.01(6) , shall be continuing on such date, the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any

Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based Basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with such Limited Condition Transaction under a non-ratio-based Basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based Basket without regard to any such action under such non-ratio-based Basket made in connection with such Limited Condition Transaction.

SECTION 1.08 Available Amount Transaction . If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount specified in clause (3) of Section 7.05(a) immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously, i.e., each transaction must be permitted under clause (3) of Section 7.05(a) as so calculated.

SECTION 1.09 Guaranties of Hedging Obligations . Notwithstanding anything else to the contrary in any Loan Document, no non-Qualified ECP Guarantor shall be required to guarantee or provide security for Excluded Swap Obligations, and any reference in any Loan Document with respect to such non-Qualified ECP Guarantor guaranteeing or providing security for the Obligations shall be deemed to be all Obligations other than the Excluded Swap Obligations.

SECTION 1.10 Currency Generally .

(1) The Borrower shall determine in good faith the Dollar equivalent amount of any utilization or other measurement denominated in a currency other than Dollars for purposes of compliance with any Basket. For purposes of determining compliance with any Basket under Article VII or VIII with respect to any amount expressed in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Basket utilization occurs or other Basket measurement is made (so long as such Basket utilization or other measurement, at the time incurred, made or acquired, was permitted hereunder). Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized portion under such Basket.

(2) For purposes of determining the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, the amount of Indebtedness and cash and Cash Equivalents shall reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

SECTION 1.11 Letters of Credit . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of the stated amount of such Letter of Credit in effect at such time after giving effect to any automatic reductions to such stated amount pursuant to the terms of the applicable Letter of Credit after the occurrence of any applicable condition (including the expiration of any applicable period); provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuing Bank Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Article II

The Commitments and Borrowings

SECTION 2.01 The Loans .

(1) Term Borrowings . Subject to the terms and conditions set forth in Section 4.01 hereof, each Term Lender severally agrees to make to the Borrower on the Closing Date one or more Closing Date Term Loans denominated in Dollars in an aggregate principal amount equal to such Term Lender’s Closing Date Term Loan Commitment on the Closing Date. Amounts borrowed under this Section 2.01(1) and repaid or prepaid may not be reborrowed. The Closing Date Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(2) Revolving Borrowings . Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans denominated in Dollars from its applicable Lending Office (each such loan, a “ Revolving Loan ”) to the Borrower from time to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Adjusted Revolving Commitment Amount; provided that after giving effect to any Revolving Borrowing, (i) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Adjusted Revolving Commitment Amount and (ii) the aggregate Outstanding Amount of all Revolving Loans and the aggregate Outstanding Amount of all L/C Obligations shall not exceed the Aggregate Adjusted Revolving Commitment Amount. Within the limits of each Lender’s Adjusted Revolving Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(2) , prepay under Section 2.05 and reborrow under this Section 2.01(2) . Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

SECTION 2.02 Borrowings, Conversions and Continuations of Loans .

(1) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice, on behalf of the Borrower, to the Administrative Agent ( provided that the notice in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may be conditioned on the closing of such Permitted Acquisition or other transaction, as applicable), which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice by the Borrower must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than (a) 11:00 a.m., three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans and (b) 1:00 p.m., on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans; provided that the notice referred to in subclause (a) above may be delivered not later than 1:00 p.m., one (1) Business Day prior to the Closing Date in the case of the Closing Date Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(1) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.14 , 2.15 and 2.16 , each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple amount of $250,000 in excess thereof. Except as provided in Sections 2.03(3) , 2.14 , 2.15 and 2.16 , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple amount of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify

(i) whether the Borrower is requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans from one Type to the other or a continuation of Eurodollar Rate Loans;

(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day);

(iii) the principal amount of Loans to be borrowed, converted or continued;

(iv) the Class and Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted;

(v) if applicable, the duration of the Interest Period with respect thereto; and

(vi) wire instructions of the account(s) to which funds are to be disbursed.

If the Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(2) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(1) . In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 3:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Article IV for any Borrowing, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (a) crediting the account(s) of the Borrower on the books of the Administrative Agent with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent; provided that if on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Facility is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings and second, to the Borrower as provided above.

(3) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent at the direction of the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans under such Facility may be converted to or continued as Eurodollar Rate Loans.

(4) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(5) After giving effect to all Term Borrowings, all Revolving Borrowings, all conversions of Term Loans or Revolving Loans from one Type to the other, and all continuations of Term Loans or Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(5) shall increase by three (3) Interest Periods for each applicable Class so established.

(6) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(7) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:30 p.m., New York time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share and such other applicable share available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (2) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Bank Funding Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(7) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall both pay all or any portion of the principal amount in respect of such Borrowing or interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing or interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.03 Letters of Credit .

(1) The Letter of Credit Commitments .

(a) Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03 , (A) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower ( provided that any such Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(2) , and (B) to honor drawings under the Letters of Credit and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03 ; provided that no Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Exposure of any Revolving Lender would exceed such Lender’s Adjusted Revolving Commitment Amount, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(b) An Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital

requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder);

(ii) subject to Section 2.03(2)(c) , the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;

(iii) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;

(iv) the issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit generally; or

(v) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(c) An Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(2) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .

(a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an Issuing Bank (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such L/C Application must be received by the relevant Issuing Bank and the Administrative Agent not later than 1:00 p.m., at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or, in each case, such later date and time as the relevant Issuing Bank may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii) the amount thereof;

(iii) the expiry date thereof;

(iv) the name and address of the beneficiary thereof;

(v) the documents to be presented by such beneficiary in case of any drawing thereunder;

(vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and

(vii) such other matters as the relevant Issuing Bank may reasonably request.

In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(A) the Letter of Credit to be amended;

(B) the proposed date of amendment thereof (which shall be a Business Day);

(D) such other matters as the relevant Issuing Bank may reasonably request.

(b) Promptly after receipt of any L/C Application, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant Issuing Bank of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or, if applicable, for the benefit of any Subsidiary of the Borrower) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the amount of such Letter of Credit.

(c) If the Borrower so requests in any applicable L/C Application, the relevant Issuing Bank shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the relevant Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon by the relevant Issuing Bank and the Borrower at the time such Letter of Credit is issued. Unless otherwise agreed in such Letter of Credit, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the applicable L/C Expiration Date, unless the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank; provided that the relevant Issuing Bank shall not permit any such extension if (i) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(1)(b) or otherwise) or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 will not be satisfied on the applicable date of the Credit Extension.

(d) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(3) Drawings and Reimbursements; Funding of Participations .

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant Issuing Bank shall promptly notify the Borrower and the Administrative Agent thereof (including the date on which such payment is to be made). Not later than 12:00 p.m. on the first Business Day immediately following any payment by an Issuing Bank under a Letter of Credit with notice to the Borrower (each such date, an “ Honor Date ”), the Borrower shall reimburse, or cause to be reimbursed, such Issuing Bank, in each case, through the Administrative Agent in an amount equal to the amount of such drawing; provided that, if such reimbursement is not made on the date of drawing, the Borrower shall pay interest to the relevant Issuing Bank on such amount at the rate applicable to Base Rate Loans (without duplication of interest payable on L/C Borrowings). The relevant Issuing Bank shall notify the Borrower of the amount of the drawing promptly following the determination thereof. If the Borrower fails to so reimburse, or cause to be reimbursed, such Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Appropriate Lender’s Applicable Percentage thereof. In such event, in the case of an Unreimbursed Amount under a Letter of Credit, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the requirements for the amount of the unutilized portion of the Revolving Commitments under the applicable Revolving Facility of the Appropriate Lenders, the Adjusted Revolving Commitment Amount of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.03(3)(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(b) Each Appropriate Lender (including any Lender acting as an Issuing Bank) shall upon any notice pursuant to Section 2.03(3)(a) make funds available to the Administrative Agent for the account of the relevant Issuing Bank in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(3)(c) , each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount and, for the avoidance of doubt, the making of such Base Rate Loans in an aggregate amount equal to such Unreimbursed Amount shall satisfy the Borrower’s reimbursement obligations with respect thereof. The Administrative Agent shall remit the funds so received to the relevant Issuing Bank.

(c) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant Issuing Bank pursuant to Section 2.03(3)(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

(d) Until each Appropriate Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(3) to reimburse the relevant Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the relevant Issuing Bank.

(e) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(3) , shall be absolute and unconditional and shall not be affected by any circumstance, including

(i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant Issuing Bank, the Borrower or any other Person for any reason whatsoever;

(ii) the occurrence or continuance of a Default; or

(iii) any other occurrence, event or condition, whether or not similar to any of the foregoing;

provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(3) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

(f) If any Revolving Lender fails to make available to the Administrative Agent for the account of the relevant Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(3) by the time specified in Section 2.03(3)(b) , such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect. A certificate of the relevant Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(3)(f) shall be conclusive absent manifest error.

(4) Repayment of Participations .

(a) If, at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(3) , the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(b) If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.03(3)(a) or Section 2.03(3)(b) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect. The Obligations of the Revolving Lenders under this Section 2.03(4)(b) shall survive the payment in full of the Obligations and the termination of this Agreement.

(5) Obligations Absolute . The obligation of the Borrower to reimburse the relevant Issuing Bank for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(a) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(b) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue

or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(d) any payment by the relevant Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(e) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by acts or omissions by such Issuing Bank constituting gross negligence, bad faith or willful misconduct on the part of such Issuing Bank as determined in a final and non-appealable judgment by a court of competent jurisdiction.

(6) Role of Issuing Banks . Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for

(a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable;

(b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or

(c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application.

The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5) ; provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages

suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

(7) Cash Collateral . Subject to Section 2.17(1)(d) , if:

(a) as of any L/C Expiration Date, any applicable Letter of Credit may for any reason remain outstanding and partially or wholly undrawn;

(b) any Event of Default occurs and is continuing and the Administrative Agent, upon the direction of the Required Facility Lenders in respect of the Revolving Facility, requires the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 ; or

the Borrower will Cash Collateralize, or cause to be Cash Collateralized, the then Outstanding Amount of all relevant L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default or the applicable L/C Expiration Date, as the case may be), and shall do so not later than 2:00 p.m. on (i) in the case of the immediately preceding clauses (a) or (b) , (x) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 p.m. or (y) if clause (x) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (ii) in the case of the immediately preceding clause (c) , the Business Day on which an Event of Default set forth under Section 8.01(6) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable Issuing Bank, the Borrower will Cash Collateralize all Fronting Exposure (after giving effect to Section 2.17(1)(d) and any Cash Collateral provided by the Defaulting Lender). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving Lenders, a security interest in all such Cash Collateral. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents selected by the Administrative Agent in its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Loan Parties or the Administrative Agent (in its capacity as the depository bank and on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all relevant L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay, or cause to be paid, to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (A) such aggregate Outstanding Amount over (B) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant Issuing Bank. To the extent the amount of any Cash Collateral exceeds the then Outstanding

Amount of such relevant L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall promptly be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(7) is cured or otherwise waived, then so long as no other Event of Default has occurred and is continuing, the amount of any Cash Collateral pledged to Cash Collateralize such Letter of Credit shall promptly be refunded to the Borrower.

(8) [ Reserved ].

(9) Letter of Credit Fees . The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender for the applicable Revolving Facility in accordance with its Applicable Percentage, a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Rate” times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount decreases or increases periodically pursuant to the terms of such Letter of Credit); provided , however , that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(1)(d) , with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears on the basis of a 360-day year and actual days elapsed. Such Letter of Credit fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Rate” during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(10) Fronting Fee and Documentary and Processing Charges Payable to Issuing Banks . The Borrower shall pay directly to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank equal to 0.125% per annum (or such other lower amount as may be mutually agreed by the Borrower and the applicable Issuing Bank) of the maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases or decreases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such Issuing Bank. Such fronting fees shall be computed on a quarterly basis in arrears on the basis of a 360-day year and actual days elapsed. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. In addition, the Borrower shall pay, or cause to be paid, directly to each Issuing Bank for its own account with respect to each Letter of Credit issued by such Issuing Bank the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(11) Conflict with L/C Application . Notwithstanding anything else to the contrary in this Agreement or any L/C Application, in the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.

(12) Addition of an Issuing Bank . There may be one or more Issuing Banks under this Agreement from time to time. After the Closing Date, a Revolving Lender reasonably acceptable to the Borrower and the Administrative Agent may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.

(13) Provisions Related to Extended Revolving Commitments . If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if

consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4) ) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Aggregate Adjusted Revolving Commitment Amount thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back-to-back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7) .

(14) Letter of Credit Reports . For so long as any Letter of Credit issued by an Issuing Bank that is not the Administrative Agent is outstanding, such Issuing Bank shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of Exhibit R , appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.

(15) Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse, or cause to be reimbursed, the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Subsidiary inures to the benefit of the Borrower, and that the Borrower’s businesses derives substantial benefits from the businesses of each Subsidiary.

(16) Applicability of ISP and UCP . Unless otherwise expressly agreed by the relevant Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

SECTION 2.04 [ Reserved ].

SECTION 2.05 Prepayments .

(1) Optional .

(a) The Borrower may, upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18 ) or penalty; provided that:

(i) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m., three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 12:00 p.m., on the date of prepayment of Base Rate Loans;

(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and

(iii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding.

Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 . In the case of each prepayment of the Loans pursuant to this Section 2.05(1) , the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(b) [Reserved].

(c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(1)(a) by written notice to the Administrative Agent not later than 12:00 p.m., on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

(d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes.

(e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non- pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis:

(A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “ Discounted Term Loan Prepayment ”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty.

(B) (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “ Specified Discount Prepayment Amount ”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “ Specified Discount ”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B) ), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and

whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the “ Specified Discount Prepayment Response Date ”).

(2) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “ Discount Prepayment Accepting Lender ”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above ; provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “ Specified Discount Proration ”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(C) (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “ Discount Range Prepayment Amount ”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “ Discount Range ”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(C) ), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole

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increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the “ Discount Range Prepayment Response Date ”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “ Submitted Discount ”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “ Submitted Amount ”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C) . The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “ Applicable Discount ”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3) ) at the Applicable Discount (each such Term Lender, a “ Participating Lender ”).

(3) If there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “ Identified Participating Lenders ”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Discount Range Proration ”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount and the aggregate principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and Classes of such Term Lender to be prepaid at the Applicable Discount on such date and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant

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Borrower Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(D) (1) Any Borrower Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such later notice specified therein); provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “ Solicited Discounted Prepayment Amount ”) and the Class or Classes of Term Loans the applicable Borrower Party is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(D) ), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Term Lenders (the “ Solicited Discounted Prepayment Response Date ”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “ Offered Discount ”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and Classes of such Term Loans (the “ Offered Amount ”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(2) The Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the applicable Borrower Party (the “ Acceptable Discount ”), if any. If the applicable Borrower Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by such Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the “ Acceptance Date ”), the applicable Borrower Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the applicable Borrower Party by the Acceptance Date, such Borrower Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “ Discounted Prepayment Determination Date ”), the Auction Agent will determine (with the consent of such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the Classes of Term Loans (the “ Acceptable Prepayment Amount ”) to be prepaid by the relevant Borrower Party at the Acceptable Discount in accordance with this Section 2.05(1)(e)(D) . If the applicable Borrower Party elects to accept any Acceptable Discount, then such Borrower Party agrees to accept all

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Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “ Qualifying Lender ”). The applicable Borrower Party will prepay outstanding Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the Classes specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “ Identified Qualifying Lenders ”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Solicited Discount Proration ”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Borrower Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the Classes of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(E) In connection with any Discounted Term Loan Prepayment, the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may require, as a condition to the applicable Discounted Term Loan Prepayment, the payment of customary fees and expenses from a Borrower Party to such Auction Agent for its own account in connection therewith.

(F) If any Term Loan is prepaid in accordance with subsections (B) through (D) above, a Borrower Party shall prepay such Term Loans on the Discounted Prepayment Effective Date. The relevant Borrower Party shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 12:00 p.m., on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the relevant Class(es) of Term Loans and Lenders as specified by the applicable Borrower Party in the applicable offer. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(1)(e) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Term Loans of such Lenders in accordance with their respective applicable share as calculated by the Auction Agent in accordance with this Section 2.05(1)(e) and, if the Administrative Agent is not the Auction Agent, the Administrative Agent shall be fully protected in relying on such calculations of the Auction Agent. The aggregate principal amount of the Classes and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.

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(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(1)(e) , established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the applicable Borrower Party.

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(1)(e) , each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next succeeding Business Day.

(I) Each of the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.05(1)(e) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(1)(e) as well as activities of the Auction Agent.

(J) Each Borrower Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discounted Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Borrower Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(1)(e) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).

(2) Mandatory .

(a) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been or is required to have been delivered pursuant to Section 6.02(1) (such date, the “ ECF Due Date ”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2) , prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ ECF Payment Amount ”) equal to 50% (such percentage as it may be reduced as described below, the “ ECF Percentage ”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of:

(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e) , equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled);

(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies); and

(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments);

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in the case of each of the immediately preceding clauses (i) , (ii) and (iii) , made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5,000,000, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 1.25 to 1.00; provided , further , that:

(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly ( provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a) ); and

(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a) .

(b) (i) If (x) the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05 , an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “ Net Proceeds Percentage ”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii) ; provided , further , that:

(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly ( provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the

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remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i) );

(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i) .

(ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2) , an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05 .

(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is one (1) Business Day after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.

(e) (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a) , (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans in direct order of maturity; provided that:

(x) such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans); and

(y) in the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same date (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on the same date); and

(ii) each prepayment of Term Loans required by Section 2.05(2)(d)(ii) shall be allocated to any Class or Classes of Term Loans being refinanced as directed by the Borrower and shall be applied pro

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rata to Term Lenders within each such Class, based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans.

(f) (i) If for any reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate Outstanding Amount of L/C Obligations exceeds the aggregate Revolving Commitments then in effect.

(ii) If for any reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the Aggregate Adjusted Revolving Commitment Amount then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate Outstanding Amount of L/C Obligations exceeds the Aggregate Adjusted Revolving Commitment Amount then in effect.

(g) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment ( provided that, in the case of clause (b) or (d) of this Section 2.05(2) , the Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “ Declined Proceeds ”) of Term Loans required to be made pursuant to clauses (a) , (b) and (d)(i) of this Section 2.05(2) by providing written notice (each, a “ Rejection Notice ”) to the Administrative Agent and the Borrower no later than 5:00 p.m., two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower or such Restricted Subsidiary in any manner not prohibited by this Agreement.

(h) Notwithstanding any other provisions of this Section 2.05(2) , (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “ Foreign Asset Sale ”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “ Foreign Casualty Event ”) or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reasonably reserved against as a result thereof; provided that upon release of any such reserve (other than in connection with a payment in respect of any such taxes), the amount released shall be considered Net Proceeds or Excess Cash Flow, as applicable) to the repayment of the Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign

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Casualty Event or Excess Cash Flow would have a material adverse tax consequence to the Borrower or any of its Subsidiaries or, following the Company IPO, the Public Parent related to repatriation of funds in connection therewith by any Foreign Subsidiary (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, an amount equal to the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary and will not be required to be applied to repay Term Loans.

(i) All prepayments under this Section 2.05 (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of Revolving Commitments and prepayments pursuant to Section 2.05(f)(ii) ) shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05 .

Notwithstanding any of the other provisions of this Section 2.05 , so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05 . Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05 . Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.

SECTION 2.06 Termination or Reduction of Commitments .

(1) Optional . The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that:

(a) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction;

(b) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof; and

(c) if, after giving effect to any reduction of the Commitments, the L/C Sublimit exceeds the amount of the Revolving Facility, such sublimit shall be automatically reduced by the amount of such excess.

Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the L/C Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

(2) Mandatory . The Closing Date Term Loan Commitment of each Term Lender on the Closing Date shall be automatically and permanently reduced to $0 upon the making of such Lender’s Closing Date Term Loans to the Borrower pursuant to Section 2.01(1) . The Revolving Commitment of each Revolving Lender shall automatically and permanently terminate on the Maturity Date for the applicable Revolving Facility.

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(3) Application of Commitment Reductions; Payment of Fees . The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the L/C Sublimit or the unused Commitments of any Class under this Section 2.06 . Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 3.07 ). Any commitment fees accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination.

SECTION 2.07 Repayment of Loans .

(1) Term Loans . The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (a) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December, 2017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 ) and (b) on the Original Term Loan Maturity Date, the aggregate principal amount of all Closing Date Term Loans outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as the Closing Date Term Loans, the Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided , that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.07(1) , the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Term Loans.

(2) Revolving Loans . The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the applicable Revolving Facility the aggregate principal amount of all Revolving Loans under such Facility outstanding on such date.

SECTION 2.08 Interest .

(1) Subject to the provisions of Section 2.08(2) , (a) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Period, plus the Applicable Rate and (b) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate, plus the Applicable Rate.

(2) During the continuance of a Default under Section 8.01(1) or 8.01(6) , the Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(3) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.09 Fees .

(1) Commitment Fee . The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender under each Revolving Facility in accordance with its Applicable Percentage, a commitment fee equal to the applicable Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Commitments exceed the sum of (a) the Outstanding Amount of Revolving Loans and (b) the

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Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided , further , that no commitment fee shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Commitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September, 2017, and on the Maturity Date for such Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each period during such quarter that such Commitment Fee Rate was in effect.

(2) Other Fees . The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

SECTION 2.10 Computation of Interest and Fees . All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(1) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.11 Evidence of Indebtedness .

(1) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent, as set forth in the Register, in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(2) In addition to the accounts and records referred to in Section 2.11(1) , each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2) , and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2) , shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

SECTION 2.12 Payments Generally .

(1) All payments to be made by the Borrower hereunder shall be made in Dollars without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m., on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. Any payments under this Agreement that are made later than 2:00 p.m., shall be deemed to have been made on the next succeeding Business Day (but the Administrative Agent may extend such deadline for purposes of computing interest and fees (but not beyond the end of such day) in its sole discretion whether or not such payments are in process).

(2) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and except as otherwise expressly provided herein, such extension of time shall be reflected in computing interest or fees, as the case may be.

(3) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., on the date of such Borrowing, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrower, for the account of any Lender or an Issuing Bank hereunder or, in the case of the Lenders, for the account of any Issuing Bank or the Borrower hereunder), that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(a) if the Borrower failed to make such payment, each Lender or Issuing Bank shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Bank Funding Rate from time to time in effect; and

(b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “ Compensation Period ”) at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount, or cause such amount to be paid, to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights

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which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(3) shall be conclusive, absent manifest error.

(c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any Lender to make any Loan or fund or purchase any participation, or fund any other amount, on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to so fund or purchase its participation.

(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03 (or otherwise expressly set forth herein). If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

SECTION 2.13 Sharing of Payments . Other than as expressly provided elsewhere herein, if any Lender of any Class shall obtain payment in respect of any principal of or interest on account of the Loans of such Class made by it or the participations in L/C Obligations held by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other Lenders such participations in the Loans of such Class made by them or such sub-participations in the participations in L/C Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or interest on such Loans of such Class or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (a) the amount of such paying Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this Section 2.13 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.10 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower

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in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of clause (3) of the definition of Excluded Taxes, any participation acquired by a Lender pursuant to this Section 2.13 shall be treated as having been acquired on the earlier date(s) on which the applicable interest(s) in the Commitment(s) or Loan(s) to which such participation relates were acquired by such Lender.

SECTION 2.14 Incremental Facilities .

(1) Incremental Loan Request . The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (an “ Incremental Loan Request ”), request (A) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “ Term Loan Increase ”) or a new Class of term loans (collectively with any Term Loan Increase, the “ Incremental Term Commitments ”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “ Revolving Commitment Increase ” or the “ Incremental Revolving Commitments ”, and any Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “ Incremental Commitments ”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. Each Incremental Loan Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Commitments or Incremental Revolving Commitments.

(2) Incremental Loans . Any Incremental Term Loans effected through the establishment of one or more new term loans made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14 , (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “ Incremental Term Loan ” or an “ Incremental Loan ”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto.

(3) Incremental Lenders . Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “ Incremental Term Lender ” or “ Incremental Revolving Lender ”, as applicable, and, collectively, the “ Incremental Lenders ”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

(4) Effectiveness of Incremental Amendment . The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the “ Incremental Facility Closing Date ”) of each of the following conditions:

(a) (x) no Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this clause (4)(a)(x) shall be that no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) shall exist after

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giving effect to such Incremental Commitments, and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment ( provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided , further , that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided that, in connection with a Limited Condition Transaction, the conditions in the proviso to clause (x) and in clause (y) shall only be required to the extent requested by the Persons holding more than 50% of the applicable Incremental Term Loans, Incremental Term Commitments and Incremental Revolving Commitments, as the case may be;

(b) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4) ) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $5,000,000 ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (c) of Section 2.14(4) );

(c) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments shall not, together with the aggregate principal amount of (i) Permitted Incremental Equivalent Debt, (ii) solely with respect to any Incremental Term Loans and Incremental Revolving Commitments incurred in reliance on clause (A) below, any Credit Agreement Refinancing Indebtedness in respect thereof up to the lesser of the principal amount of such Refinanced Permitted Incremental Equivalent Debt incurred in reliance on clause (A) below and the principal amount of such refinanced Incremental Term Loans and Incremental Revolving Commitments that would not have been permitted to be incurred pursuant to clauses (B) or (C) below on the date of incurrence of such Credit Agreement Refinancing Indebtedness and (iii)solely with respect to any Permitted Incremental Equivalent Debt incurred in reliance on clause (A) below, any Refinancing Indebtedness in respect of such Permitted Incremental Equivalent Debt (excluding any Incremental Amounts) up to the lesser of the principal amount of such refinanced Permitted Incremental Equivalent Debt incurred in reliance on clause (A) below and the principal amount of such Refinanced Permitted Incremental Equivalent Debt that would not have been permitted to be incurred pursuant to clauses (B) or (C) below on the date of incurrence of such Refinancing Indebtedness, exceed the sum of:

(A) the greater of (i) $150,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), plus :

(B) an unlimited amount, so long as in the case of this clause (B) only;

(x) in the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed 2.00 to 1.00 (in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred);

(y) in the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not

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exceed 2.25 to 1.00 (in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred); and

(z) in the case of Incremental Loans or Incremental Revolving Commitments that are unsecured, (i) the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed 4.00 to 1.00 or (ii) to the extent such Incremental Loans or Incremental Revolving Commitments are incurred in connection with an acquisition or other Investment permitted under this Agreement, the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence would be no greater than the Total Net Leverage Ratio immediately prior to giving effect to such incurrence of Incremental Loans or establishment of Incremental Revolving Commitments; plus

(C) an amount equal to the voluntary prepayments by the Borrower of the Facilities, any first lien secured Incremental Equivalent Debt, any first lien secured Other Loans and any first lien secured Extension Series, in each case if such repayment is in respect of a revolving facility, to the extent such prepayment is accompanied by a reduction in the applicable revolving commitments;

provided that any calculation of the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio shall be calculated in accordance with Section 1.07 (assuming in the case of any Incremental Revolving Commitments, a full drawing of such Revolving Commitments) and including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness incurred pursuant to clause (B) had been incurred and the application of the proceeds therefrom has occurred at the beginning of such Test Period, but without netting the cash proceeds from such additional Indebtedness; provided , however , that if amounts incurred under clause (B) are incurred concurrently with, or in a single transaction or series of related transactions with, the incurrence of Incremental Loans or Incremental Commitments and/or Permitted Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause (A) above, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A) (but not, for the avoidance of doubt, clause (C) ); provided , further , for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness (including any repayment, repurchase or refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of repayment) has been delivered), such calculations shall give pro forma effect to such repayments (the amount available under clauses (A) , (B) and (C) , the “ Available Incremental Amount ”). The Borrower may elect to use clause (B) of the Available Incremental Amount regardless of whether the Borrower has capacity under clause (A) of the Available Incremental Amount. Further, the Borrower may elect to use clause (B) of the Available Incremental Amount prior to using clause (A) (but not, for the avoidance of doubt, clause (C) ) of the Available Incremental Amount, and if clauses (A) , (B) and (C) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to use clause (B) of the Available Incremental Amount.

(5) Required Terms . The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans existing on the Incremental Facility Closing Date, shall either (A) be not materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (B) be reasonably satisfactory to the Administrative Agent; provided , further , that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical

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(other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:

(a) the Incremental Term Loans:

(i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement (subject to the applicable Intercreditor Agreement(s)) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above;

(ii) shall not mature earlier than the Latest Maturity Date of the then-outstanding Term Loans;

(iii) shall have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans on the date of incurrence of such Incremental Term Loans;

(iv) subject to clause (5)(a)(iii) above and clause (5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders;

(v) may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; and

(vi) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors.

(b) any Incremental Revolving Commitments shall be effected solely through a Revolving Commitment Increase.

(c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided , however , that with respect to any Incremental Term Loans made under Incremental Term Commitments incurred pursuant to the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum ; provided that any increase in All-In Yield on the Closing Date Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans; provided , that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5) , the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such

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other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Term Loans.

(6) Incremental Amendment . Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14 . In connection with any Incremental Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Loans are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

(7) Reallocation of Revolving Exposure . Upon any Incremental Facility Closing Date on which Incremental Revolving Commitments are effected through an increase in the Revolving Commitments with respect to any existing Revolving Facility pursuant to this Section 2.14 , (a) each of the Revolving Lenders under such Facility shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(1) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(8) This Section 2.14 shall supersede any provisions in Section 2.12 , 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14 may be amended with the consent of the Required Lenders.

SECTION 2.15 Refinancing Amendments .

(1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h) ), Other Loans to refinance all or, solely with respect to Term Loans, any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums

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payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A) , in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii) ) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as reasonably determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility. Any Other Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

(2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15 .

(3) This Section 2.15 shall supersede any provisions in Section 2.12 , 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders.

SECTION 2.16 Extensions of Loans .

(1) Extension of Term Loans . The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (each, an “ Existing Term Loan Class ”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, “ Extended Term Loans ”) and to provide for other terms consistent with this Section 2.16 . Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, a “ Term Loan Extension Request ”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as the case may be, with respect to the Existing Term Loan Class from which

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such Extended Term Loans were extended), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A) , in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Request and (v) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the establishment of such Extended Term Loans and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans extended pursuant to any Term Loan Extension Request shall be designated a series (each, a “ Term Loan Extension Series ”) of Extended Term Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Term Loan Class from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Class.

(2) Extension of Revolving Commitments . The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “ Existing Revolving Class ”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “ Extended Revolving Commitments ”) and to provide for other terms consistent with this Section 2.16 . Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “ Revolving Extension Request ”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided , however , that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A) , in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect

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prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “ Revolving Extension Series ”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.

(3) Extension Request . The Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable Existing Term Loan Class or Existing Revolving Class, as applicable, are requested to respond. Any Lender holding a Term Loan under an Existing Term Loan Class (each, an “ Extending Term Lender ”) wishing to have all or a portion of its Term Loans of an Existing Term Loan Class or Existing Term Loan Classes, as applicable, subject to such Extension Request converted or exchanged into Extended Term Loans, and any Revolving Lender with a Revolving Commitment under an Existing Revolving Class (each, an “ Extending Revolving Lender ”) wishing to have all or a portion of its Revolving Commitments of an Existing Revolving Class or Existing Revolving Classes, as applicable, subject to such Extension Request converted or exchanged into Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments, as applicable, which it has elected to convert or exchange into Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate principal amount of Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections exceeds the amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, requested pursuant to the Extension Request, Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections shall be converted or exchanged into Extended Term Loans and/or Revolving Commitments, respectively, on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the aggregate principal amount of Term Loans or Revolving Commitments, as applicable, included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment.

(4) Extension Amendment . Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, an “ Extension Amendment ”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01 , shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2) , each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto; (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent

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and the Borrower, to effect the provisions of this Section 2.16 , and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

(5) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class and/or Existing Revolving Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraphs (1) and (2) of this Section 2.16 , in the case of the existing Term Loans or Revolving Commitments, as applicable, of each Extending Lender, the aggregate principal amount of such existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, so converted or exchanged by such Lender on such date, and the Extended Term Loans and/or Extended Revolving Commitments shall be established as a separate Class of Loans, except as otherwise provided under Sections 2.16(1) and (2) . Subject to the provisions of Sections 2.03(13) in connection with Letters of Credit which expire after a Maturity Date at any time Extended Revolving Commitments with a later Maturity Date are outstanding, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the date of the Extension of such Extended Revolving Commitments (and except as provided in Section 2.03(13) , without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued).

(6) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans and/or Extended Revolving Commitments of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “ Corrective Extension Amendment ”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class, or of Revolving Commitments under the Existing Revolving Class, in either case, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended Revolving Commitments, as applicable, of the applicable Extension Series into which such other Term Loans or Revolving Commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Extending Term Lender or Extending Revolving Lender, as applicable, may agree, and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.16(4) .

(7) No conversion or exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(8) This Section 2.16 shall supersede any provisions in Section 2.12 , 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.16 may be amended with the consent of the Required Lenders.

SECTION 2.17 Defaulting Lenders .

(1) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

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(a) Waivers and Amendments . That Defaulting Lender’s right to approve or disapprove of any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01 .

(b) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the relevant Issuing Banks hereunder; third , if so determined by the Administrative Agent or requested by the relevant Issuing Banks, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth , as the Borrower may request (so long as no Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders or the relevant Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the relevant Issuing Banks against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(1)(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(c) Certain Fees . That Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant to Section 2.09(1) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (ii) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(9) .

(d) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03 , the “Applicable Percentage” of each Non-Defaulting Lender’s Revolving Loans and L/C Obligations shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that Non-Defaulting Lender, minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Non-Defaulting Lender.

(2) Defaulting Lender Cure . If the Borrower, the Administrative Agent and the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the

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Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(1)(d) ), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

SECTION 2.18 Loan Repricing Protection . In the event that, on or prior to the six month anniversary of the Closing Date, the Borrower (a) makes any prepayment of Closing Date Term Loans in connection with any Repricing Transaction or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (i) in the case of clause (a) , a prepayment premium of 1.00% of the aggregate principal amount of the Closing Date Term Loans being prepaid and (ii) in the case of clause (b) , a payment equal to 1.00% of the aggregate principal amount of the applicable Closing Date Term Loans outstanding immediately prior to such amendment that is subject to such Repricing Transaction.

Article III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01 Taxes .

(1) Except as required by applicable Law, all payments by or on account of any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes.

(2) If any Withholding Agent is required by applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) to make any deduction or withholding on account of any Taxes from any sum paid or payable by or on account of any Loan Party to or for the account of any Lender or Agent under any of the Loan Documents:

(a) the applicable Loan Party shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Loan Party becomes aware of it;

(b) the applicable Withholding Agent shall make such deduction or withholding and pay to the relevant Governmental Authority any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Withholding Agent) for such Withholding Agent’s account or (if that liability is imposed on the Lender) on behalf of and in the name of the Lender;

(c) if the Tax in question is a Non-Excluded Tax or Other Tax, the sum payable by any Loan Party to such Lender or Agent (as applicable) shall be increased by such Loan Party to the extent necessary to ensure that, after the making of any required deduction or withholding for Non-Excluded Taxes or Other Taxes (including any deductions or withholdings for Non-Excluded Taxes or Other Taxes attributable to any payments required to be made under this Section 3.01 ), such Lender (or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent) receives on the due date a net sum equal to what it would have received had no such deduction or withholding been required or made; and

(d) within thirty days after paying any sum from which it is required by Law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (b) above to pay (or, in each case, as soon as reasonably practicable thereafter), the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction or withholding and of the remittance thereof to the relevant Governmental Authority.

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(3) Status of Lender . Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(3) ) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and Administrative Agent of its legal ineligibility to do so. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (a), (b)(i), (b)(ii), (b)(iii), (b)(iv) and (c)) shall not be required if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the foregoing:

(a) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. federal backup withholding.

(b) Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(i) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code;

(ii) two properly completed and duly signed copies of IRS Form W-8ECI (or any successor forms);

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit H (any such certificate, a “ United States Tax Compliance Certificate ”) and (B) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms);

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where such Foreign Lender is a partnership or a participating Lender), IRS Form W-8IMY (or any successor forms) of such Foreign Lender, accompanied by an IRS Form W-8ECI, Form W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY and any other required information (or any successor forms) from each beneficial owner that would be required under this Section 3.01(3) if such beneficial owner were a Lender, as applicable ( provided that, if a Lender is a partnership (and not a participating Lender) and if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial owner(s)); or

(v) two properly completed and duly signed copies of any other documentation prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a

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basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents.

(c) If a payment made to a Lender under any Loan Document would be subject to Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this paragraph (c), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

For the avoidance of doubt, if a Lender is an entity disregarded from its owner for U.S. federal income tax purposes, references to the foregoing documentation are intended to refer to documentation with respect to such Lender’s owner and, as applicable, such Lender.

Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(3) .

(4) Without duplication of other amounts payable by the Borrower pursuant to Section 3.01(2) , the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or, at the option of the Administrative Agent, reimburse it for the payment of such Other Taxes.

(5) The Loan Parties shall, jointly and severally, indemnify a Lender or the Administrative Agent (each a “ Tax Indemnitee ”), within 10 days after written demand therefor, for the full amount of any Non-Excluded Taxes paid or payable by such Tax Indemnitee on or attributable to any payment under or with respect to any Loan Document, and any Other Taxes payable by such Tax Indemnitee (including Non-Excluded Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 3.01 ) (other than any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Tax Indemnitee), whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Tax Indemnitee will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which shall be repaid to the Borrower in accordance with Section 3.01(6) ) so long as such efforts would not, in the sole determination of such Tax Indemnitee, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to such Tax Indemnitee. A certificate as to the amount of such payment or liability prepared in good faith and delivered by the Tax Indemnitee or by the Administrative Agent on behalf of another Tax Indemnitee, shall be conclusive absent manifest error.

(6) If and to the extent that a Tax Indemnitee, in its sole discretion (exercised in good faith), determines that it has received a refund (whether received in cash or applied as a credit against any other cash Taxes payable) of any Non-Excluded Taxes or Other Taxes in respect of which it has received indemnification payments or additional amounts under this Section 3.01 , then such Tax Indemnitee shall pay to the relevant Loan Party the amount of such refund, net of all out-of-pocket expenses of the Tax Indemnitee (including any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Tax Indemnitee, agrees to repay the amount paid over by the Tax Indemnitee ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Tax Indemnitee to the extent the Tax Indemnitee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(6) , in no event will the Tax Indemnitee be required to pay any amount to a Loan Party pursuant to this Section 3.01(6) the payment of

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which would place the Tax Indemnitee in a less favorable net after-Tax position than the Tax Indemnitee would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require a Tax Indemnitee to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(7) On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to the Borrower whichever of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of IRS Form W-8ECI and (ii) with respect to payments received on account of any Lender, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower.

(8) The agreements in this Section 3.01 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(9) For the avoidance of doubt, for purposes of this Section 3.01 , the term “Lender” includes any Issuing Bank.

SECTION 3.02 Illegality . If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (1) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (a) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (b) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION 3.03 Inability to Determine Rates . If the Administrative Agent (in the case of clause (1) or (2) below) or the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that:

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(1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan;

(2) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan; or

(3) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan;

the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans .

(1) Increased Costs Generally . If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(b) subject any Recipient to any Tax of any kind whatsoever on its loans, loan principal, letters of credit, commitments or any other obligations or its deposits, reserves, other liabilities or capital attributable thereto (except for clauses (2)-(5) of the definition of Excluded Taxes, Non-Excluded Taxes, Connection Income Taxes or Other Taxes); or

(c) impose on any Lender or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate” or this clause (1) ;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 3.04(1) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.

(2) Capital Requirements . If any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by it, or participations in or issuance of Letters of Credit by such Lender, to a level below that which such Lender or such Lender’s holding company, as the case may be, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon demand of such Lender setting

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forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 3.04(2) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.

(3) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (1) or (2) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

SECTION 3.05 Funding Losses . Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of:

(1) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(2) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(3) any assignment of a Eurodollar Rate Loan on a day prior to the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 3.07 ; including any loss or expense (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Eurodollar Rate Loan or from fees payable to terminate the deposits from which such funds were obtained.

Notwithstanding the foregoing, no Lender may make any demand under this Section 3.05 with respect to the “floor” specified in the proviso to the definition of “Eurodollar Rate”.

SECTION 3.06 Matters Applicable to All Requests for Compensation .

(1) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.0 1 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material economic, legal or regulatory respect.

(2) Suspension of Lender Obligations . If any Lender requests compensation by the Borrower under Section 3 .04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another Interest Period, or to convert Base Rate Loans into Eurodollar Rate Loans until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(3) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

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(3) Conversion of Eurodollar Rate Loans . If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders, as applicable, are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.

(4) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Sections 3.01 or 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of Section 3.0 1 or 3.04 for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor (except that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 3.07 Replacement of Lenders under Certain Circumstances . If (1) any Lender requests compensation under Section 3.04 or ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 , (2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or 3.04 , (3) any Lender is a Non-Consenting Lender, (4) any Lender becomes a Defaulting Lender or (5) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,

(a) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07 ), all of its interests, rights and obligations under this Agreement (or, with respect to clause (3) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver, or amendment, as applicable) and the related Loan Documents to one or more Eligible Assignees that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(iv) ;

(ii) such Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18 that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) such Lender being replaced pursuant to this Section 3.07 shall (i) execute and deliver an Assignment and Assumption with respect to all, or a portion, as applicable, of such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed to be canceled upon such failure;

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(iv) the Eligible Assignee shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification and confidentiality provisions under this Agreement, which shall survive as to such assigning Lender;

(v) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;

(vi) such assignment does not conflict with applicable Laws;

(vii) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time when it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; and

(viii) the Lender that acts as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.11 ; or

(b) terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (A) in the case of a Lender (other than an Issuing Bank), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date (including in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18 that would otherwise be owed in connection therewith) and (B) in the case of an Issuing Bank, repay all Obligations of the Borrower owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and Cash Collateralize, cancel or backstop, or provide for the deemed reissuance under another facility, on terms satisfactory to such Issuing Bank any Letters of Credit issued by it; provided that in the case of any such termination of the Commitment of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable consent, waiver or amendment of the Loan Documents and such termination shall, with respect to clause (3) above, be in respect of all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver and amendment.

In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and (iii) the Required Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “ Non-Consenting Lender ”.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 3.08 Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

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Article IV

Conditions Precedent to Credit Extensions

SECTION 4.01 Conditions to Credit Extensions on Closing Date . The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:

(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) below):

(a) a Committed Loan Notice;

(b) executed counterparts of this Agreement and the Guaranty;

(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with:

(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Restricted Subsidiaries accompanied by undated stock powers executed in blank; and

(ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.

(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(e) a customary legal opinion from (i) Paul Hastings LLP, counsel to the Loan Parties and (ii) Troutman Sanders LLP, Georgia counsel to the Loan Parties;

(f) a certificate of a Responsible Officer certifying that the conditions set forth in Sections 4.02(1) and 4.02(2) have been satisfied; and

(g) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I ;

(2) The Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements; provided , that the Arrangers hereby acknowledge receipt of the Annual Financial Statements and the Quarterly Financial Statements.

(3) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors

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required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.

(4) Since December 31, 2016, there shall not have occurred any facts, events, changes, developments or effects which, individually or in the aggregate, have constituted or would reasonably be expected to constitute a Material Adverse Effect.

(5) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.

(6) Prior to or substantially concurrently with the initial Borrowing(s) on the Closing Date, the Closing Date Refinancing shall have been consummated.

Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , by releasing its signature page hereto or to an Assignment and Assumption, the Arrangers, the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such Arranger, Administrative Agent or such Lender, as the case may be.

SECTION 4.02 Conditions to All Credit Extensions . The obligation of each Lender to honor any Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate Loans or a Borrowing pursuant to any Incremental Amendment) is subject to the following conditions precedent:

(1) The representations and warranties of the Borrower contained in Article V of this Agreement and the representations and warranties contained in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided , further , that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(2) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(3) The Administrative Agent or the relevant Issuing Bank (as applicable) shall have received a Request for Credit Extension in accordance with the requirements hereof.

(4) Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate Loans or a Borrowing pursuant to an Incremental Amendment) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(1) and 4.02(2 ) have been satisfied on and as of the date of the applicable Credit Extension.

In addition, solely to the extent the Borrower has delivered to the Administrative Agent a Notice of Intent to Cure pursuant to Section 8.04 , no request for a Credit Extension shall be honored after delivery of such notice until the applicable Cure Amount specified in such notice is actually received by the Borrower. For the avoidance of doubt, the preceding sentence shall have no effect on the continuation or conversion of any Loans outstanding.

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Article V

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and the Lenders, at the time of each Credit Extension (solely to the extent required to be true and correct for such Credit Extension pursuant to Article IV or Section 2.14 , as applicable):

SECTION 5.01 Existence, Qualification and Power; Compliance with Laws . Each Loan Party and each of its respective Restricted Subsidiaries:

(1) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction);

(2) has all corporate or other organizational power and authority to (a) own or lease its assets and carry on its business as currently conducted and (b) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party;

(3) is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification;

(4) is in compliance with all applicable Laws orders, writs, injunctions and orders (including the United States Foreign Corrupt Practices Act of 1977 (the “ FCPA ”)); and

(5) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted;

except in each case referred to in the preceding clauses (2)(a) , (3) , (4) or (5), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.02 Authorization; No Contravention .

(1) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action.

(2) None of the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party will:

(a) contravene the terms of any of such Person’s Organizational Documents;

(b) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.01 ) under (i) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or

except with respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding clauses (b) and (c) , to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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SECTION 5.03 Governmental Authorization . No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for:

(1) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties;

(2) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement); and

(3) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.04 Binding Effect . This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing.

SECTION 5.05 Financial Statements; No Material Adverse Effect .

(1) The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of the GreenSky LLC and its Subsidiaries as of the date(s) thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes.

(2) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

(3) The forecasts of consolidated balance sheets and statements of cash flow of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time the forecasts are delivered, it being understood that:

(a) no forecasts are to be viewed as facts;

(b) all forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties;

(d) actual results may differ and such differences may be material.

Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Loan Documents, it being understood that if any such restatement

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discloses an ongoing Default or Event of Default, the foregoing shall not constitute a cure or waiver of such Default or Event of Default.

SECTION 5.06 Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect.

SECTION 5.07 Labor Matters . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (1) there are no strikes or other labor disputes against the Borrower or the Restricted Subsidiaries pending or, to the knowledge of the Borrower, threatened in writing and (2) hours worked by and payment made based on hours worked to employees of each of the Borrower or the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with wage and hour matters.

SECTION 5.08 Ownership of Property; Liens . Each Loan Party and each of its respective Restricted Subsidiaries has good and valid record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.09 Environmental Matters . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) each Loan Party and each of its Restricted Subsidiaries and their respective operations and properties is in compliance with all applicable Environmental Laws; (b) each Loan Party and each of its Restricted Subsidiaries has obtained and maintained and is in compliance with all Environmental Permits required to conduct their operations; (c) none of the Loan Parties or any of their respective Restricted Subsidiaries is subject to any pending or, to the knowledge of the Borrower, threatened Environmental Claim or Environmental Liability; (d) none of the Loan Parties or any of their respective Restricted Subsidiaries or predecessors has treated, stored, transported or Released Hazardous Materials at or from any currently or formerly owned, leased or operated real estate or facility; and (e) to the knowledge of any Loan Party or any Restricted Subsidiary, there are no occurrences, facts, circumstances or conditions which could reasonably be expected to give rise to an Environmental Claim or Environmental Liability.

SECTION 5.10 Taxes . Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Loan Party and each of its Restricted Subsidiaries has timely filed all Tax returns and reports required to be filed, and have timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on their properties, income or assets (whether or not shown in a Tax return), except those which are being contested in good faith by appropriate actions diligently taken and for which adequate reserves have been provided in accordance with GAAP.

There is no proposed Tax assessment, deficiency or other claim against any Loan Party or any of its Restricted Subsidiaries except (i) those being actively contested by a Loan Party or such Restricted Subsidiary in good faith and by appropriate actions diligently taken and for which adequate reserves have been provided in accordance with GAAP or (ii) those which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

SECTION 5.11 ERISA Compliance .

(1) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Laws.

(2) (a) No ERISA Event has occurred or is reasonably expected to occur; and

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(b) none of the Loan Parties or any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA;

except, with respect to each of the foregoing clauses of this Section 5.11(2) , as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(3) Except where noncompliance or the incurrence of an obligation would not reasonably be expected to result in a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Laws, and (b) none of the Borrower or any Subsidiary has incurred any obligation or liability in connection with the termination of or withdrawal from any Foreign Plan.

SECTION 5.12 Subsidiaries .

(1) As of the Closing Date, after giving effect to the Transactions, all of the outstanding Equity Interests in the Borrower and the Restricted Subsidiaries have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests that constitute Collateral owned by any Loan Party in any of their respective Subsidiaries are owned free and clear of all Liens of any person except (a) those Liens created under the Collateral Documents and (b) any nonconsensual Lien that is permitted under Section 7.01 .

(2) As of the Closing Date, Schedule 5.12 sets forth:

(a) the name and jurisdiction of organization of each Subsidiary; and

(b) the ownership interests of the Borrower and any Subsidiary of the Borrower in each Subsidiary, including the percentage of such ownership.

SECTION 5.13 Margin Regulations; Investment Company Act .

(a) As of the Closing Date, none of the Collateral is Margin Stock. No Loan Party is engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U.

(b) No Loan Party is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.14 Disclosure . As of the Closing Date, none of the written information and written data heretofore or contemporaneously furnished in writing by or on behalf of the Borrower or any Subsidiary Guarantor to any Agent or any Lender on or prior to the Closing Date in connection with the Transactions, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such written information and written data, when taken as a whole, in the light of the circumstances under which it was delivered, not materially misleading (after giving effect to all modifications and supplements to such written information and written data, in each case, furnished after the date on which such written information or such written data was originally delivered and prior to the Closing Date); it being understood that, for purposes of this Section 5.14 , such written information and written data shall not include any projections, pro forma financial information, financial estimates, forecasts and forward-looking information or information of a general economic or general industry nature. As of the Closing Date, the Projections have been prepared in good faith based upon assumptions believed to be reasonable at the time delivered (it being understood that such projected financial information is subject to significant uncertainties and contingencies, any of which is beyond the Borrower’s control, that no assurance is given that any particular projections will be realized and that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results, which differences may be material).

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SECTION 5.15 Intellectual Property; Licenses, Etc . The Borrower and the Restricted Subsidiaries have good and marketable title to, or a valid license or right to use, all patents, patent rights, trademarks, servicemarks, trade names, domain names, copyrights, technology, software, know-how, trade secrets and other proprietary information, database rights and other intellectual property rights (collectively, “ IP Rights ”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such rights would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, the operation of the respective businesses of the Borrower or any Subsidiary of the Borrower as currently conducted does not infringe upon, dilute, misappropriate or violate any IP Rights held by any Person except for such infringements, dilutions, misappropriations or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of the Borrower, threatened in writing against any Loan Party or Subsidiary, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

SECTION 5.16 Solvency . On the Closing Date after giving effect to the Transactions, the Borrower and the Subsidiaries, on a consolidated basis, are Solvent.

SECTION 5.17 USA PATRIOT Act; Anti-Terrorism Laws; Etc. .

(1) To the extent applicable, the Borrower and the Restricted Subsidiaries are in compliance, in all material respects, with (i) the USA PATRIOT Act or any other applicable anti-money laundering laws, and (ii) sanctions imposed, administered, or enforced by the U.S. government (including the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) or the U.S. Department of State (and including the designation as a “specially designated national” or “blocked person”)) or any other Governmental Authority with jurisdiction over the Borrower or such Restricted Subsidiary (such sanctions, collectively, “ Sanctions ”). Neither the Borrower, any Restricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, employee or agent of the Borrower or any of the Restricted Subsidiaries is currently the subject of any Sanctions. No proceeds of the Loans will be used by the Borrower or any Restricted Subsidiary directly or, to the knowledge of the Borrower, indirectly, for the purpose of financing or facilitating activities of or with any Person, or in any country, that, at the time, is the subject of any Sanctions administered by OFAC, except to the extent licensed or otherwise permissible under Sanctions, or in any manner that would result in a violation of Sanctions by any Party to this Agreement.

(2) None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Borrower or any of its Subsidiaries has (i) made, offered, promised or authorized any unlawful payment, contribution, gift, entertainment or other unlawful expense in violation of any applicable anti-bribery or anti-corruption law, including the FCPA or (ii) violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law.

SECTION 5.18 Collateral Documents . Except as otherwise contemplated hereby or under any other Loan Documents and subject to limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent of any Pledged Collateral required to be delivered pursuant hereto or the applicable Collateral Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid, perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein, except as may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing.

Notwithstanding anything herein (including this Section 5.18 ) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement, (C) on the Closing Date and until required pursuant to Section 6.13 or 4.01 , the pledge or creation of any security interest, or the effects of perfection

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or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01 or (D) any Excluded Assets.

Article VI

Affirmative Covenants

So long as the Termination Conditions have not been satisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 and 6.03 ) cause each of the Restricted Subsidiaries to:

SECTION 6.01 Financial Statements . Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in Section 6.02 ) each of the following:

(1) within one hundred and twenty (120) days (or such shorter period as may be required to comply with SEC rules to the extent the Borrower or any Parent Company is a public reporting company) after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2017, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, together with related notes thereto and management’s discussion and analysis describing results of operations in the form customarily prepared by management of the Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, in reasonable detail and all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity of any Indebtedness or any permitted refinancings thereof or (ii) any anticipated inability to satisfy the Financial Covenant);

(2) within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or such shorter period as may be required to comply with SEC rules to the extent the Borrower or any Parent Company is a public reporting company) commencing with the fiscal quarter ending September 30, 2017, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (a) consolidated statement of operations for such fiscal quarter and for the portion of the fiscal year then ended and (b) consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth, in each case of the preceding clauses (a) and (b) , in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, accompanied by an Officer’s Certificate stating that such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes, together with management’s discussion and analysis describing results of operations in the form customarily prepared by management of the Borrower;

(3) within one hundred and twenty (120) days after the end of each fiscal year of the Borrower, commencing with respect to the fiscal year ending December 31, 2017, a consolidated budget for the following fiscal year on a quarterly basis as customarily prepared by management of the Borrower for its internal use (including any projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected cash flows, in each case, to the extent prepared by management of the Borrower and included in such consolidated budget); provided that the requirements of this Section 6.01(3) shall not apply at any time following the consummation of the Company IPO;

(4) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(1) and 6.01(2) , the related unaudited (it being understood that such information may be audited at the option of Borrower) consolidating financial statements reflecting the adjustments necessary

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to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(5) quarterly (or, following the consummation of the Company IPO, annually), if reasonably requested by the Administrative Agent promptly after the delivery of the information required pursuant to Section 6.01(1) or, prior to the consummation of the Company IPO, Section 6.01(2) above, at a time reasonably agreed with the Borrower, commencing with the delivery of information with respect to the fiscal quarter ending September 30, 2017, to participate in a conference call for Lenders to discuss the financial position, results of operations and financial highlights containing key business metrics of Borrower and its Restricted Subsidiaries for the most recently ended fiscal quarter or fiscal year, as applicable, for which financial statements have been delivered; provided that if any Parent Company is holding a conference call open to the public to discuss the financial position and results of operations of Borrower and its Subsidiaries for the most recently ended fiscal quarter or fiscal year, as applicable, for which financial statements have been delivered pursuant to Section 6.01(1) or Section 6.01(2) above, Borrower will not be required to hold a second, separate call for the Lenders so long as the Lenders are provided access to such initial conference call and the ability to ask questions thereon.

Notwithstanding the foregoing, the obligations referred to in Sections 6.01(1) and 6.01(2) may be satisfied with respect to financial information of Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any Parent Company or (B) the Borrower’s or such Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery under this Section 6.01 ); provided that with respect to each of the preceding clauses (A) and (B) , (1) to the extent such information relates to any Parent Company of the Borrower, if and so long as such Parent Company will have Independent Assets or Operations, such information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such Parent Company and its Independent Assets or Operations, on the one hand, and the information relating to the Borrower and the consolidated Restricted Subsidiaries on a stand-alone basis, on the other hand and (2) to the extent such information is in lieu of information required to be provided under Section 6.01(1) (it being understood that such information may be audited at the option of the Borrower), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity of any Indebtedness or any permitted refinancing thereof or (ii) any anticipated inability to satisfy the Financial Covenant).

Any financial statements required to be delivered pursuant to Sections 6.01(1) or 6.01(2) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements.

SECTION 6.02 Certificates; Other Information . Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02 ):

(1) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(1) and (2) (commencing with such delivery for September 30, 2017), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower;

(2) promptly after the same are publicly available, copies of all special reports and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02 ;

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(3) promptly after the furnishing thereof, copies of any notices of default to any holder of any class or series of debt securities of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount (other than in connection with any board observer rights) and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause of this Section 6.02 ;

(4) together with the delivery of (or as a part of) the Compliance Certificate with respect to the financial statements referred to in Section 6.01(1) , (a) a report setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that there has been no change in such information since the later of the Closing Date and the last report delivered pursuant to this subclause 4(a) ) and (b) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information since the later of the Closing Date and the last report delivered pursuant to this subclause (4)(b); and

(5) promptly, but subject to the limitations set forth in Section 6.10 and Section 10.09 , such additional information regarding the business and financial affairs of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing from time to time;

Documents required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02 ); or (b) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02 ) until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

The Borrower, on behalf of itself and each other Loan Party, hereby acknowledges that (a) the Administrative Agent may, and shall to the extent required under the terms of this Agreement, make available to the Lenders and the Issuing Banks materials or information provided by or on behalf of the Borrower or any other Loan Party hereunder or under any other Loan Document (collectively, the “ Borrower Materials ”) by posting the Borrower Materials on Intralinks, SyndTrak, ClearPar or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to any Parent Company, the Borrower, their respective Subsidiaries or Affiliates or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities (each, a “ Public Lender ”). The Borrower hereby agrees that (i) at the Administrative Agent’s request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, the Borrower will be deemed to have authorized the Administrative Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as containing only Public-Side Information ( provided , however , that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09 ); (iii) all Borrower Materials marked “PUBLIC” and, except to the extent the Borrower notifies the Administrative Agent to the contrary, any Borrower Materials provided pursuant to Section 6.01(1) , 6.01(2) or 6.02(1) are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (iv) the Administrative Agent and the Arrangers shall be entitled to treat Borrower

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Materials that are not specifically identified as “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Anything to the contrary notwithstanding, nothing in this Agreement will require any Parent Company, the Borrower or any Subsidiary to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrower does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality).

SECTION 6.03 Notices . Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent of:

(1) the occurrence of any Default;

(2) the termination by a Bank Partner of its Bank Partner Commitment if the aggregate amount of its Bank Partner Commitments exceeds the Threshold Amount and it has not been or is not substantially concurrently being replaced with other Bank Partner Commitments in at least the Threshold Amount;

(3) the aggregate amount of all Unused Bank Partner Commitments falling below $500,000,000 in the aggregate;

(4) (a) any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b) the filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including pursuant to any applicable Environmental Laws or in respect of IP Rights, (c) any violation by any Loan Party or any of its Subsidiaries of, or liability under, any Environmental Law or Environmental Permit, or (d) the occurrence of any ERISA Event that, in any such case referred to in clauses (a) , (b) , (c) or (d) of this Section 6.03(4) , has resulted or would reasonably be expected to result in a Material Adverse Effect; and

(5) Loans Held For Sale by the Borrower and the Restricted Subsidiaries exceeding 5% of AUM.

Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower (a) that such notice is being delivered pursuant to Section 6.03(1) , (2) , (3) , (4) or (5) (as applicable) and (b) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 6.04 Payment of Taxes . Timely pay, discharge or otherwise satisfy, as the same shall become due and payable, all of its obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent (1) any such Tax is being contested in good faith and by appropriate actions for which appropriate reserves have been established in accordance with GAAP or (2) the failure to pay or discharge the same would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

SECTION 6.05 Preservation of Existence, Etc .

(1) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization; and

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(2) take all reasonable action to obtain, preserve, renew and keep in full force and effect its rights, licenses, permits, privileges, franchises, and IP Rights material to the conduct of its business;

except in the case of clause (1) or (2) to the extent (other than with respect to the preservation of the existence of the Borrower) that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to any merger, consolidation, liquidation, dissolution or disposition permitted by Article VII .

SECTION 6.06 Maintenance of Properties . Except if the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material properties and equipment used in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted and any repairs and replacements that are the obligation of the owner or landlord of any property leased by the Borrower or any of the Restricted Subsidiaries excepted; provided that the foregoing shall not prohibit any transaction otherwise permitted hereunder.

SECTION 6.07 Maintenance of Insurance .

(1) Maintain with insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to the Borrower’s and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that, notwithstanding the foregoing, in no event will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Subject to Section 6.15, each such policy of insurance will, as appropriate, (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear or (ii) in the case of each casualty insurance policy, contain an additional loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the additional loss payee thereunder.

(2) If any improved portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower will, or will cause each Loan Party to (a) maintain, or cause to be maintained, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent and (b) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements in accordance with the Collateral and Guarantee Requirement and Section 6.11(b) but in no event later than ten (10) days prior to the recording of the Mortgages and other real estate items to be delivered pursuant to the Collateral and Guarantee Requirement and Section 6.11(b) .

SECTION 6.08 Compliance with Laws . Comply with the requirements of all Laws (including the USA PATRIOT Act, FCPA, Sanctions and Consumer Credit Laws) and comply with all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except in each case if the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

SECTION 6.09 Books and Records . Maintain proper books of record and account, in which entries that are full, true and correct in all material respects shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

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SECTION 6.10 Inspection Rights . Permit representatives designated by the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided , further , that. when an Event of Default exists, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, this Section 6.10 is subject to the last paragraph of Section 6.02 .

SECTION 6.11 Covenant to Guarantee Obligations and Give Security . At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(1) (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) by any Loan Party, (ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Domestic Subsidiary or (iv) an Excluded Subsidiary that is a wholly owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary but continuing as a Restricted Subsidiary of the Borrower, (y) upon the acquisition of any assets by any Loan Party that are the subject of the Collateral and Guarantee Requirement or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any assets held by such Subsidiary Collateral and Guarantee Requirement (in each case, other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):

(a) within sixty (60) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Guaranty and the Collateral Documents,

(A) within sixty (60) days (or within one hundred and fifty (150) days in the case of documents listed in Section 6.11(2)(b) ) after such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent, Mortgages and the other items listed in Section 6.11(2)(b) , mutatis mutandis , with respect to any Material Real Property, supplements to the Security Agreement, a counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (if applicable), as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date as amended and in effect from time to time), in each case granting and perfecting Liens required by the Collateral and Guarantee Requirement;

(B) within sixty (60) days after such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required to become a Subsidiary

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Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and, if applicable, a joinder to the Intercompany Note substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Material Domestic Subsidiary and required to be pledged pursuant to the Collateral Documents;

(C) within sixty (60) days (or within one hundred and fifty (150) days in the case of documents listed in Section 6.11(2)(b) ) after such formation, acquisition or designation, take and cause (i) the applicable Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement and (ii) to the extent applicable, each direct or indirect parent of such applicable Material Domestic Subsidiary, in each case, to take customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01 ) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and

(D) within sixty (60) days (or one hundred and fifty (150) days in the case of documents described in Section 6.11(2)(b) ) after the reasonable request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of a customary Opinion of Counsel, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(1) as the Administrative Agent may reasonably request;

provided that actions relating to Liens on real property are governed by Section 6.11(2) and not this Section 6.11(1) .

(2) Material Real Property .

(a) Notice .

(i) Within sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion), after the formation, acquisition or designation of a Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement, the Borrower will, or will cause such Material Domestic Subsidiary to, furnish to the Collateral Agent a description of any Material Real Property (other than any Excluded Asset(s)) owned by such Material Domestic Subsidiary.

(ii) Within sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion), after the acquisition of any Material Real Property (other than any Excluded Asset(s)) by a Loan Party, after the Closing Date, the Borrower will, or will cause such Loan Party to, furnish to the Collateral Agent a description of any such Material Real Property.

(b) Mortgages . The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a) , within one hundred and fifty (150) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with:

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(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01 , a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “ Mortgage Policies ”) in form and substance, with endorsements available in the applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall be acceptable in lieu of zoning endorsements to title policies in any jurisdiction where there is a material difference in the cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Collateral Agent (not to exceed the fair market value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;

(iii) customary Opinions of Counsel for the applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent;

(iv) American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent;

(v) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and

(vi) as promptly as practicable after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained.

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The Collateral Agent may grant extensions of time for the creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Property where it determines that such action cannot be accomplished by the time periods set forth in this Agreement or the Collateral Documents.

SECTION 6.12 Use of Proceeds .

(1) The entire amount of the proceeds of the Initial Term Loans on the Closing Date will be used, directly or indirectly, by the Borrower, together with cash on hand, to (i) make the Specified Distribution and (ii) pay all or a portion of the Transaction Expenses associated therewith.

(2) The proceeds of the Revolving Loans and any other Loans borrowed after the Closing Date and Letters of Credit will be used for working capital, general corporate purposes and any other purposes not otherwise prohibited under this Agreement (including, without limitation, to consummate the Refinancing on the Closing Date, and for Restricted Payments, Investments, and Acquisitions from time to time).

SECTION 6.13 Further Assurances . Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the expense of the Borrower, promptly upon reasonable request from time to time by the Administrative Agent or the Collateral Agent or as may be required by applicable Laws (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonable request from time to time in order to carry out more effectively the purposes of the Collateral Documents and to satisfy the Collateral and Guarantee Requirement.

SECTION 6.14 Maintenance of Ratings . Use commercially reasonable efforts to maintain (1) a public corporate credit rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrower or the Public Parent, and (2) a public rating (but not any specific rating) in respect of the Closing Date Term Loans from each of S&P and Moody’s.

SECTION 6.15 Post-Closing Obligations . Perform the obligations set forth on Schedule 6.15 , in each case within the time periods specified therefor.

Article VII

Negative Covenants

So long as the Termination Conditions are not satisfied:

SECTION 7.01 Liens . The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien (except any Permitted Lien(s)) on any asset or property of the Borrower or any Restricted Subsidiary, or any income or profits therefrom.

The expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01 .

For purposes of determining compliance with this Section 7.01 , (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in the definition thereof, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses in any manner.

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SECTION 7.02 Indebtedness .

(a) The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:

(i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness); or

(ii) issue any shares of Disqualified Stock or permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;

provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case, if (any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant to following clauses (A) , (B) and (C) , “ Permitted Ratio Debt ”):

(A) with respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00;

(B) with respect to Indebtedness secured by Liens on a basis that is junior in priority to the First Lien Obligations, the Secured Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00; or

(C) with respect to unsecured Indebtedness, or any Disqualified Stock or Preferred Stock, the Total Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.00 to 1.00,

in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such Test Period;

provided , further , that Permitted Ratio Debt in the form of Indebtedness, (x) shall not mature earlier than the Original Term Loan Maturity Date, (y) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans on the date of incurrence of such Permitted Ratio Debt and (z) if any such Indebtedness is secured on a pari passu basis with the First Lien Obligations under this Agreement, then the Borrower shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) to the extent then applicable to the Incremental Term Loans as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14.

(b) The provisions of Section 7.02(a) will not apply to:

(1) Indebtedness under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments and Replacement Loans);

(2) Indebtedness of the Borrower or any Restricted Subsidiary under any reimbursement agreement in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an amount not to exceed $5,000,000 at any time outstanding;

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(3) the incurrence of Indebtedness by the Borrower and any Restricted Subsidiary in existence (or for which commitments are in existence) on the Closing Date (excluding Indebtedness described in the preceding clauses (1) and (2) ); provided that any such item of Indebtedness with an aggregate outstanding principal amount on the Closing Date in excess of $5,000,000 shall be set forth on Schedule 7.02 ;

(4) the incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued and outstanding under this clause (4) , at such time not to exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $15,000,000 and (II) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);

(5) Indebtedness incurred by the Borrower or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities (other than in support of debt for borrowed money) incurred in the ordinary course of business or consistent with industry practice, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice;

(6) the incurrence of Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7) the incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans to the extent permitted by applicable law and it does not result in adverse tax consequences; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Borrower or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7) ;

(8) the incurrence of Indebtedness of a Restricted Subsidiary to the Borrower or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary) to the extent permitted by Section 7.05 ; provided that any such Indebtedness for borrowed money incurred by a Guarantor and owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor

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to the extent permitted by applicable law and it does not result in adverse tax consequences; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to the Borrower or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8) ;

(9) the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Borrower or a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary); provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Borrower or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9) ;

(10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto (other than in support of debt for borrowed money), in each case in the ordinary course of business or consistent with industry practice, including those incurred to secure health, safety and environmental obligations;

(12) the incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12) , together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) the greater of (I) $50,000,000 and (II) 30% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis ) plus , without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock;

(13) the incurrence or issuance by the Borrower of Refinancing Indebtedness or the incurrence or issuance by a Restricted Subsidiary of Refinancing Indebtedness that serves to Refinance any Indebtedness permitted under Section 7.02(a) and clause (3) above, this clause (13) and clauses (14) , (23) and (29)(b) , or any successive Refinancing Indebtedness with respect to any of the foregoing;

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(14) the incurrence or issuance of:

(a) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, incurred or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by the Borrower or any Restricted Subsidiary in connection with such acquisition or investment (or other purchase of assets); and

(b) Indebtedness, Disqualified Stock or Preferred Stock of (i) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or (ii) an Unrestricted Subsidiary that is redesignated as a restricted Subsidiary (it being acknowledged that (x) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement may remain liable with respect to Indebtedness existing on the date of such acquisition and (y) an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary may remain liable with respect to Indebtedness existing on the date of such redesignation);

in the case of the preceding clauses (a) and (b) , in an aggregate principal amount or liquidation preference, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), not to exceed (A) the greater of $45,000,000 and 30% of Consolidated EBITDA, plus (B) an unlimited amount of Indebtedness so long as in the case of this clause (B) only:

(i) with respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00 or, after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the First Lien Net Leverage Ratio of the Borrower for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the First Lien Net Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock;

(ii) with respect to Indebtedness secured by Liens on a basis that is junior in priority to the First Lien Obligations, either (x) the Secured Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00 or (y) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Secured Net Leverage Ratio of the Borrower for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the Secured Net Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock; and

(iii) with respect to unsecured Indebtedness, or any Disqualified Stock or Preferred Stock, either (x) the Total Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.00 to 1.00 or (y) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Total Net Leverage Ratio of the Borrower for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the Total Net

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Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock;

provided that with respect to Indebtedness described in clause (14)(a) , such Indebtedness (x) shall not mature earlier than the Original Term Loan Maturity Date and (y) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans on the date of incurrence of such Indebtedness.

(15) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(16) the incurrence of Indebtedness of the Borrower or any Restricted Subsidiary supported by letters of credit or bank guarantees issued in connection herewith or with any Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Debt, in each case, in a principal amount not in excess of the stated amount of such letters of credit or bank guarantees;

(17) (a) the incurrence of any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations incurred by the Borrower or such Restricted Subsidiary is permitted by this Agreement, or (b) any co-issuance by the Borrower or any Restricted Subsidiary of any Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations by the Borrower or such Restricted Subsidiary is permitted by this Agreement;

(18) the incurrence of Indebtedness issued by the Borrower or any Restricted Subsidiary to future, present or former employees, directors, officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests of the Borrower or any Parent Company to the extent described in Section 7.05(b)(4) ;

(19) customer deposits and advance payments received in the ordinary course of business or consistent with industry practice from customers for goods and services purchased in the ordinary course of business or consistent with industry practice;

(20) the incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business or consistent with industry practice in connection with ordinary banking arrangements to manage cash balances of the Borrower and the Restricted Subsidiaries (including short-term pooling and similar intercompany arrangements in respect of accounts held by Foreign Subsidiaries) and (b) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;

(21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business or consistent with industry practice on arm’s-length commercial terms;

(22) the incurrence of Indebtedness of the Borrower or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with industry practice;

(23) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries of the Borrower that are not Guarantors in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (23) , together with any Refinancing Indebtedness in respect of any of the

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foregoing (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (I) $37,500,000 and (II) 25% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);

(24) the incurrence of Indebtedness by the Borrower or any Restricted Subsidiary in connection with cash management (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) with respect to the Borrower, any Subsidiaries or any joint venture in the ordinary course of business or consistent with industry practice, including with respect to financial accommodations of the type described in the definition of Cash Management Services;

(25) Qualified Securitization Facilities and, to the extent constituting Indebtedness, Receivables Financing Transactions; provided that the maximum amount of Indebtedness outstanding pursuant to this clause (25) shall not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) 10% of AUM.

(26) guarantees incurred in the ordinary course of business or consistent with industry practice in respect of obligations (other than debt for borrowed money) to suppliers, customers, franchisees, lessors, licensees, sub-licensees and distribution partners;

(27) the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation or otherwise) in accordance with the terms hereof;

(28) the incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, the Borrower or any Restricted Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in connection with the Transactions, any investment or any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Agreement;

(29) (a) Credit Agreement Refinancing Indebtedness and (b) Permitted Incremental Equivalent Debt; and

(30) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (29) above.

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (30) above or is entitled to be incurred pursuant to Section 7.02(a) , the Borrower, in its sole discretion, may divide and classify and may subsequently re-divide and reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock (or a portion thereof) in such of the above clauses or under Section 7.02(a) as determined by the Borrower at such time; provided that all Indebtedness incurred hereunder on the Closing Date will, at all times, be treated as incurred on the Closing Date under Section 7.02(b)(1) and may not be reclassified;

(2) the Borrower is entitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred Stock

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described in Section 7.02(a) and (b) , subject to the proviso to the preceding clause (1) of this Section 7.02(c) ;

(3) the principal amount of Indebtedness outstanding under any clause of this Section 7.02 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;

(4) in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to Section 7.02(b) (other than Section 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under Section 7.02(a) , 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test), then the applicable leverage ratio, will be calculated with respect to such incurrence or issuance under Section 7.02(a) , 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test) without regard to any incurrence or issuance under Section 7.02(b) (other than with respect to any incurrence under Section 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)); provided that unless the Borrower elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock will be deemed incurred or issued first under Section 7.02(a) , 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test) to the extent permitted with the balance incurred under Section 7.02(b) (other than pursuant to Section 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b) , solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)); and

(5) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred in compliance with this Section 7.02 .

The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 7.02 . Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to clauses (2) , (3) , (4) , (12) , (13) , (14) , (23) , and (29) of Section 7.02(b) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

For purposes of determining compliance with any Dollar denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the Dollar equivalent principal amount of Indebtedness or liquidation preference of Disqualified Stock or amount of Preferred Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness, Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date such Indebtedness was first committed or first incurred (whichever yields the lower Dollar equivalent));

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provided that if such Indebtedness, Disqualified Stock or Preferred Stock is issued to Refinance other Indebtedness, Disqualified Stock or Preferred Stock denominated in a foreign currency, and such refinancing would cause the applicable Dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock (as applicable) being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

The principal amount of any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, if incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness or Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date will be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

For purposes of determining compliance with this Section 7.02 , if any Indebtedness is incurred, or Disqualified Stock or Preferred Stock is issued, in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such newly incurred Indebtedness, the liquidation preference of such newly issued Disqualified Stock or the amount of such newly issued Preferred Stock does not exceed the sum of (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

SECTION 7.03 Fundamental Changes . The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consolidate, amalgamate or merge with or into or wind up into another Person, or liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(1) the Borrower may merge or consolidate with any Parent Company or any Restricted Subsidiary (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that:

(a) the Borrower shall be the continuing or surviving Person;

(b) such merger or consolidation does not result in the Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia; and

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(i) such Parent Company shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement;

(ii) such Parent Company shall have no direct Subsidiaries at the time of such merger or consolidation other than the Borrower; and

(iii) no Event of Default exists at such time or after giving effect to such transaction;

(2) (a) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party;

(b) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party shall be the continuing or surviving Person;

(c) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction in the United States will be permitted; and

(d) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders; provided that the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”;

(3) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Restricted Subsidiary; provided that if the Restricted Subsidiary disposing of such assets is a Guarantor, then such assets shall be disposed of to a Loan Party or such disposition shall otherwise be permitted under Sections 7.04 or 7.05 or the definition of “Permitted Investments”;

(4) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) the Borrower shall be the continuing or surviving corporation or (b) if the Person formed by or surviving any such merger or consolidation is not the Borrower (or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, a “ Successor Borrower ”):

(i) the Successor Borrower will:

(A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(B) expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower; and

(C) deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II)

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an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent;

(ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent);

(A) each Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guaranty of the Obligations (including the Successor Borrower’s obligations under this Agreement);

(B) each Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder; and

(C) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement;

(iii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and

(iv) after giving pro forma effect to such incurrence, the Borrower would be in compliance with the Total Net Leverage Ratio test set forth in clause (A) of the definition of Permitted Ratio Debt;

provided , further , that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement;

(5) [reserved];

(6) any Restricted Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person in order to effect a Permitted Investment or other investment permitted pursuant to Section 7.05 ; provided that, solely in the case of a merger or consolidation involving a Loan Party, no Event of Default exists or would result therefrom; provided , further , that the continuing or surviving Person will be (a) the Borrower or (b) a Restricted Subsidiary, in each case, which together with each of its Restricted Subsidiaries, will have complied with the applicable requirements of Section 6.11 ;

(7) a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause (b) of the definition of Asset Sale); and

(8) the Borrower and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction in the United States so long as such conversion is undertaken in good faith and would not reasonably be expected to have a Material Adverse Effect, and (b) change its name.

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SECTION 7.04 Asset Sales . The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consummate any Asset Sale unless:

(1) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale) at least equal to the fair market value (measured at the time of the incurrence of the Contractual Obligation relating to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, with respect to any Asset Sale pursuant to this Section 7.04 for a purchase price in excess of $5,000,000, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by the Borrower or a Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (2) :

(a) any liabilities (as shown on the Borrower’s or any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or a Restricted Subsidiary);

(b) any securities, notes or other obligations or assets received by the Borrower or any Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are converted by the Borrower or a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale;

(c) any Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $15,000,000 and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), with the fair market value of each item of Designated Non-Cash Consideration being measured, at the Borrower’s option, either at the time of the incurrence of the Contractual Obligation relating to such Asset Sale or at the time received and, in either case, without giving effect to any subsequent change(s) in value;

(d) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Borrower or a Restricted Subsidiary), to the extent that the Borrower and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; or

(e) any Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 2.05(2)(b)(ii) .

To the extent any Collateral is disposed of as expressly permitted by this Section 7.04 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such

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disposition is permitted by this Agreement, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.05 Restricted Payments .

(a) The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:

(A) declare or pay any dividend or make any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger, amalgamation or consolidation, other than:

(i) dividends, payments or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrower or a Parent Company or in options, warrants or other rights to purchase such Equity Interests; or

(ii) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms of such Equity Interest;

(B) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower or any Parent Company, including in connection with any merger, amalgamation or consolidation, in each case held by Persons other than the Borrower or a Restricted Subsidiary;

(C) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or final maturity any junior lien secured Indebtedness or Subordinated Indebtedness of the Borrower or any Restricted Subsidiary (collectively, “ Junior Financing ”), other than:

(i) Indebtedness permitted under clauses (7) , (8) and (9) of Section 7.02(b) ; or

(ii) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Junior Financing purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or

(D) make any Restricted Investment;

(all such payments and other actions set forth in clauses (A) through (D) above being collectively referred to as “ Restricted Payments ”), unless, at the time of and immediately after giving effect to such Restricted Payment:

(1) in the case of a Restricted Payment described in clauses (A) , (B) , (C) and (D) above, no Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(2) in the case of a Restricted Payment described in clauses (A) , (B) and (C) above, the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, shall not exceed 3.00 to 1.00; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount) made by the Borrower and the

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Restricted Subsidiaries after the Closing Date (excluding Restricted Payments permitted by Section 7.05(b) (other than clause (1) thereof)), is less than the sum of (without duplication):

(a) the Retained Excess Cash Flow Amount; plus

(b) 100.0% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Borrower and the Restricted Subsidiaries since the Closing Date from the issue or sale of:

(i) (A) Equity Interests of the Borrower, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

(I) Equity Interests to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates, Immediate Family Members or any permitted transferees thereof) of the Borrower, its Subsidiaries or any Parent Company after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.05(b)(4) ; and

(II) Designated Preferred Stock; and

(B) Equity Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed to the Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.05(b)(4) ); or

(ii) Indebtedness of the Borrower or any Restricted Subsidiary, that has been converted into or exchanged for Equity Interests of the Borrower or any Parent Company;

provided that this clause (b) will not include the proceeds from (v) any Cure Amount, (w) Refunding Capital Stock (as defined below) applied in accordance with Section 7.05(b)(2) below, (x) Equity Interests or convertible debt securities of the Borrower sold to a Restricted Subsidiary, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(c) 100.0% of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities or other property contributed to the capital of the Borrower following the Closing Date (including the fair market value (but not to exceed the purchase price thereof) of any Indebtedness contributed to the Borrower or its Subsidiaries for cancellation) or that becomes part of the capital of the Borrower through consolidation, amalgamation or merger following the Closing Date, in each case not involving cash consideration payable by the Borrower (other than (x) net cash proceeds of any Cure Amount, (y) cash, Cash Equivalents and marketable securities or other property that are contributed by a Restricted Subsidiary or (z) Excluded Contributions); plus

(d) 100.0% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Borrower or a Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of, or other returns on investments from, Restricted Investments made by the

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Borrower or its Restricted Subsidiaries (including cash distributions and cash interest received in respect of Restricted Investments) and repurchases and redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries (other than by the Borrower or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Borrower or its Restricted Subsidiaries, in each case after the Closing Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof);

(ii) the sale (other than to the Borrower or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but including such cash or fair market value to the extent exceeding the amount of such Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Closing Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(iii) any returns, profits, distributions and similar amounts received on account of any Permitted Investment subject to a dollar-denominated or ratio based basket (to the extent in excess of the original amount of the Investment); plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but, to the extent exceeding the amount of such Permitted Investment, including such excess amounts of cash or fair market value; plus

(f) 100% of the aggregate amount of any Excluded Proceeds (except to the extent utilized to repurchase, redeem, defease, acquire, or retire for value any Junior Financing pursuant to clause (b)(13) below); plus

(g) the greater of (i) $25,000,000 and (ii) 17.5% of the Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis).

(b) The provisions of Section 7.05(a) will not prohibit:

(1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.05 ;

(2) (a) the redemption, repurchase, defeasance, discharge, retirement or other acquisition of (i) any Equity Interests of the Borrower, any Restricted Subsidiary or any Parent Company, including any accrued and unpaid dividends thereon (” Treasury Capital Stock ”) or (ii) Junior Financing, in each case, made (x) in exchange for, or out of the proceeds of, a sale or issuance (other than to a Restricted Subsidiary) of Equity Interests of the Borrower or any Parent Company (in the case of proceeds, to the extent any such proceeds therefrom are received by or contributed to the Borrower) (in each case, other than Disqualified Stock) (“ Refunding Capital Stock ”) and (y) within 120 days of such sale or issuance,

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(b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted Subsidiary of the Borrower or to an employee stock ownership plan or any trust established by the Borrower or any Restricted Subsidiary) of Refunding Capital Stock made within 120 days of such sale or issuance, and

(c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon by the Borrower was permitted under clause (6)(a) or (b) of this Section 7.05(b) , the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Company) in an aggregate amount per annum no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of:

(a) Subordinated Indebtedness of the Borrower or a Guarantor made (i) by exchange for, or out of the proceeds of the sale, issuance or incurrence of, new Subordinated Indebtedness of the Borrower or a Guarantor or Disqualified Stock of the Borrower or a Guarantor and (ii) within 120 days of such sale, issuance or incurrence;

(b) Disqualified Stock of the Borrower or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of Disqualified Stock or Subordinated Indebtedness of the Borrower or a Guarantor, made within 120 days of such sale, issuance or incurrence;

(c) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of, Disqualified Stock of a Restricted Subsidiary that is not a Guarantor, made within 120 days of such sale or issuance, that, in each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.02 ;

(d) Junior Financing of a Loan Party made (i) with the proceeds of, or by exchange for, any other Indebtedness or Disqualified Stock permitted pursuant to Section 7.02 and (ii) within 120 days of such sale, issuance or incurrence; and

(e) any Junior Financing or Disqualified Stock that constitutes Acquired Indebtedness;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) (including related stock appreciation rights or similar securities) of the Borrower or any Parent Company held by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any equity subscription or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Borrower or any Parent Company in connection with any such repurchase, retirement or other acquisition), including any Equity Interests rolled over by management of the Borrower, any of its Subsidiaries or any Parent Company in connection with the Transactions; provided that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $15,000,000 in any fiscal year (increasing to $25,000,000 following the Company IPO) with unused amounts in any calendar year being carried over to the next two succeeding calendar years; provided , further , that each of the amounts in any calendar year under this clause (4) may be increased by an amount not to exceed:

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(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Borrower and, to the extent contributed to the Borrower, the cash proceeds from the sale of Equity Interests of any Parent Company, in each case to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries or any Parent Company that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 7.05(a) ; plus

(b) the amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of the Borrower or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus

(c) the cash proceeds of life insurance policies received by the Borrower or its Restricted Subsidiaries (or by any Parent Company to the extent contributed to the Borrower) after the Closing Date; minus

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) , (b) and (c) of this clause (4) ;

provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) , (b) and (c) above in any calendar year; provided , further , that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any Parent Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower or any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 7.05 or any other provision of this Agreement;

(5) so long as no Event of Default has occurred and is continuing or would result therefrom, the declaration and payment of a dividend or distribution to holders of any class or series of Disqualified Stock of the Borrower or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 7.02; provided, that after giving pro forma effect to such dividend or distribution, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such dividend or distribution, does not exceed 1.75 to 1.00;

(6) (a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by the Borrower or any Restricted Subsidiary after the Closing Date in accordance with this Agreement;

(b) the declaration and payment of dividends or distributions to any Parent Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by such Parent Company after the Closing Date; provided that the amount of dividends and distributions paid pursuant to this clause (b) will not exceed the aggregate amount of cash actually contributed to the Borrower from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 7.05(b);

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provided that in the case of each of clauses (a), (b) and (c) of this clause (6), (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) for the most recently ended Test Period preceding the date of the declaration of such Restricted Payment, after giving effect to such declaration on a pro forma basis, the First Lien Net Leverage Ratio for the Test Period most recently ended does not exceed 1.75 to 1.00;

(7) (a) payments made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any Restricted Subsidiary or any Parent Company;

(b) any repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants or similar rights or required withholding or similar taxes; and

(c) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Borrower, any Restricted Subsidiary or any Parent Company in connection with such Person’s purchase of Equity Interests of the Borrower or any Parent Company; provided that no cash is actually advanced pursuant to this clause (c) other than to pay taxes due in connection with such purchase, unless immediately repaid;

(8) the declaration and payment of dividends on the Borrower’s common equity (or the payment of dividends to any Parent Company to fund a payment of dividends on such company’s common equity), following the Company IPO, in an aggregate amount per annum not to exceed 6.0% of Market Capitalization;

(9) Restricted Payments in an amount that does not exceed the aggregate amount of Excluded Contributions;

(10) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed $15,000,000; provided that if this clause (10) is utilized to make a Restricted Investment, the amount deemed to be utilized under this clause (10) will be the amount of such Restricted Investment at any time outstanding (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of “Investment”);

(11) distributions or payments of Securitization Fees;

(12) any Restricted Payment made in connection with the Transactions (including the Specified Distribution) and the fees and expenses related thereto or owed to any Affiliate(s);

(13) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, the repurchase, redemption, defeasance, acquisition or retirement for value of any Junior Financing from Excluded Proceeds (except to the extent utilized to make Restricted Payments pursuant to clause (f) of Section 7.05(a) );

(14) the declaration and payment of dividends or distributions by the Borrower or any Restricted Subsidiary to, or the making of loans or advances to, the Borrower or any Parent Company in amounts required for the Borrower, any Parent Company or any direct or indirect stockholder of Borrower to pay the following, in each case without duplication:

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(a) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate or other legal existence;

(b) Permitted Tax Distributions;

(c) salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members of management, consultants and independent contractors of any Parent Company, and any payroll, social security or similar taxes thereof;

(d) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other accounting matters) of any Parent Company;

(e) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company (whether or not consummated);

(f) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, to the extent constituting Restricted Payments amounts that would be permitted to be paid directly by the Borrower or its Restricted Subsidiaries under clause (3)(b), (3)(c), (3)(d), (3)(e), (4), (8), (13), (19) and/or (20)(a) of Section 7.07(b) ;

(g) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, interest or principal on Indebtedness the proceeds of which have been contributed to the Borrower or any Restricted Subsidiary or that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Restricted Subsidiary incurred in accordance with Section 7.02 ;

(h) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, to finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to this Section 7.05 if made by the Borrower; provided that:

(i) such Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment;

(ii) such Parent Company must, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Borrower or a Restricted Subsidiary or (B) the merger, amalgamation, consolidation or sale of the Person formed or acquired into the Borrower or a Restricted Subsidiary (to the extent not prohibited by Section 7.03 ) in order to consummate such Investment, acquisition or investment;

(iii) such Parent Company and its Affiliates (other than the Borrower or any Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Agreement;

(iv) any property received by the Borrower may not increase amounts available for Restricted Payments pursuant to clause (3) of Section 7.05(a) ; and

(v) to the extent constituting an Investment, such Investment will be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to another

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provision of this Section 7.05 (other than pursuant to clause (9) of this Section 7.05(b) ) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof);

(15) so long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, the distribution, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents);

(16) cash payments, or loans, advances, dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional shares in connection with share dividends, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower, any Restricted Subsidiary or any Parent Company;

(17) (a) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments described in clauses (A) and (B) of the definition thereof contained in Section 7.05(a) ; provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the First Lien Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 1.50 to 1.00; (b) so long as no Event of Default has occurred and is continuing or would result therefrom Restricted Payments described in clause (C) of the definition thereof contained in Section 7.05(a) ; provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the First Lien Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 1.75 to 1.00; and (c) Restricted Payments described in clause (D) of the definition thereof contained in Section 7.05(a) ; provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the First Lien Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 2.00 to 1.00;

(18) payments made for the benefit of the Borrower or any Restricted Subsidiary to the extent such payments could have been made by the Borrower or any Restricted Subsidiary because such payments (a) would not otherwise be Restricted Payments and (b) would be permitted by Section 7.07 ;

(19) payments and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that complies with the terms of this Agreement or any other transaction that complies with the terms of this Agreement;

(20) the payment of dividends, other distributions and other amounts by the Borrower to, or the making of loans to, any Parent Company in the amount required for such Parent Company to, if applicable, pay amounts equal to amounts required for any Parent Company, if applicable, to pay interest or principal on Indebtedness, the proceeds of which have been permanently contributed in cash to the capital of or received by the Borrower and that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Restricted Subsidiary incurred in accordance with this Agreement; provided that the aggregate amount of such dividends, distributions, loans and other amounts shall not exceed the amount of cash actually contributed to the capital of or received by the Borrower for the incurrence of such Indebtedness;

(21) the making of cash payments in connection with any conversion of Convertible Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate amount since the date of this Agreement not to exceed the sum of (a) the principal amount of such Convertible Indebtedness plus (b) any payments received by the Borrower or any Restricted Subsidiary pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transactions;

(22) any payments in connection with (a) a Permitted Bond Hedge Transaction and (b) the settlement of any related Permitted Warrant Transaction (i) by delivery of shares of the Borrower’s common equity upon settlement thereof or (ii) by (A) set-off against the related Permitted Bond Hedge

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Transaction or (B) payment of an early termination amount thereof in common equity upon any early termination thereof;

(23) the refinancing of any Junior Financing with the Net Proceeds of, or in exchange for, any Refinancing Indebtedness;

(24) from time to time on or after consummation of the Company IPO and so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio calculated on a pro forma basis after giving effect to any such distribution would not exceed 3.25 to 1.00, distributions to the Public Parent at the times and in the amounts necessary to enable such Public Parent to make accelerated lump sum payments due under the Tax Receivable Agreement by reason of an early termination of the Tax Receivable Agreement; provided that no distributions shall be permitted under this Section 7.05(b)(24) to the extent the payment obligation under the Tax Receivable Agreement is attributable in whole or in part to (i) a breach of a material obligation under the Tax Receivable Agreement that triggers an acceleration under the Tax Receivable Agreement, (ii) a change in the equity ownership of the Public Parent that triggers an acceleration under the Tax Receivable Agreement or (iii) an early termination of the Tax Receivable Agreement in anticipation of either a breach of a material obligation under the Tax Receivable Agreement or a change in the equity ownership of the Public Parent, in each case, that would trigger an acceleration under the Tax Receivable Agreement; and

(25) so long as (a) no Event of Default has occurred and is continuing as of the date of execution of definitive agreements for the sale of additional Class C Units by the Borrower or would result therefrom, and (b) the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any Restricted Payment pursuant to this clause (25) does not exceed 3.00 to 1.00, Restricted Payments in an aggregate amount not to exceed the net cash proceeds of all such sales (to Persons other than to a Subsidiary of the Borrower or any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower or any of its Subsidiaries) of additional Class C Units to the extent (i) such sales are consummated after the Closing Date and on or prior to the earlier of (x) consummation of the Company IPO and (y) the date that is twelve months following the Closing Date and (ii) the relevant Restricted Payment is made within 90 days after the consummation of the relevant sale of additional Class C Units.

For purposes of clauses (7) and (14) above, taxes will include all interest and penalties with respect thereto and all additions thereto.

(c) For purposes of determining compliance with this Section 7.05 , in the event that any Restricted Payment or Investment (or any portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 7.05(a) , clauses (1) through (23) of Section 7.05(b) or one or more of the clauses contained in the definition of “Permitted Investments”, the Borrower will be entitled to divide or classify (or later divide, classify or reclassify), in whole or in part, in its sole discretion, such Restricted Payment or Investment (or any portion thereof) among Section 7.05(a) , such clauses (1) through (23) of Section 7.05(b) or one or more clauses contained in the definition of “Permitted Investments”, in any manner.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date the Restricted Payment is made, or at the Borrower’s election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by the Borrower or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

SECTION 7.06 Change in Nature of Business . The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, engage in any material line of business substantially different from (x) those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business(es) or (y) any other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted or proposed to be conducted by the Borrower and the Restricted Subsidiaries on the Closing Date.

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SECTION 7.07 Transactions with Affiliates .

(a) The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, make any payment to, or sell, lease, license, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $5,000,000, unless (A) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained at such time in a comparable transaction by the Borrower or such Restricted Subsidiary with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or such Restricted Subsidiary from a financial point of view and (B) the Borrower delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions requiring aggregate payments or consideration in excess of, (x) at any time prior to the Company IPO, $25,000,000 and (y) thereafter, $75,000,000, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (A) above.

(b) The foregoing restriction will not apply to the following:

(1) (a) transactions between or among the Borrower and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (b) any merger, consolidation or amalgamation of the Borrower and any Parent Company; provided that such merger, consolidation or amalgamation of the Borrower is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose;

(2) (a) Restricted Payments permitted by Section 7.05 (including any transaction specifically excluded from the definition of the term “Restricted Payments”, including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusions of such definition), (b) any Permitted Investment(s) or any acquisition otherwise permitted hereunder and (c) Indebtedness permitted by Section 7.02;

(3) (a) payments pursuant to the Tax Receivable Agreement permitted by Section 7.05;

(b) the payment of indemnification and similar amounts to, and reimbursement of expenses to, the Existing Stockholders and their officers, directors, employees and Affiliates, in each case, approved by, or pursuant to arrangements approved by, the Board of Directors;

(c) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business purposes consistent with industry practice or in the ordinary course of business;

(d) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of the Borrower, any Subsidiary or any Parent Company; and

(e) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of the Borrower, any Subsidiary or any Parent Company;

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(4) the payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to, or on behalf of or for the benefit of, present, future or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any Parent Company or any Restricted Subsidiary;

(5) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms, when taken as a whole, are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with a Person that is not an Affiliate of the Borrower on an arm’s-length basis;

(6) the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any agreement as in effect as of the Closing Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole, as compared to the applicable agreement as in effect on the Closing Date);

(7) the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any equity holders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto and, similar agreements or arrangements that it may enter into thereafter; provided that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into after the Closing Date will only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole, as compared to the original agreement or arrangement in effect on the Closing Date;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with industry practice and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company to any Person and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution to the capital of the Borrower;

(11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing related thereto;

(12) payments by the Borrower or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;

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(13) payments with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of the Borrower, any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Borrower in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) that are, in each case, approved by the Borrower in good faith;

(14) (a) investments by Affiliates in securities or Indebtedness of the Borrower or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (b) payments to Affiliates in respect of securities or Indebtedness of the Borrower or any Restricted Subsidiary contemplated in the foregoing subclause (a) or that were acquired from Persons other than the Borrower and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or Indebtedness;

(15) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business, consistent with past practice or consistent with industry practice (including, any cash management activities related thereto);

(16) [reserved];

(17) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee and any Affiliate of the Borrower, as lessor, and any transaction(s) pursuant to that lease, which lease is approved by the Board of Directors or senior management of the Borrower in good faith;

(18) intellectual property licenses in the ordinary course of business or consistent with industry practice that do not (a) materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness; provided that any license pursuant to this clause by a Loan Party to any of its Affiliates that is not a Loan Party outside of the ordinary course of business shall be on terms not materially less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;

(19) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders of the Borrower or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on or after the Closing Date;

(20) transactions permitted by, and complying with, Section 7.03 solely for the purpose of (a) reorganizing to facilitate the Company IPO, (b) forming a holding company or (c) reincorporating the Borrower in a new jurisdiction;

(21) substantially contemporaneously with or after the consummation of the Company IPO, transactions undertaken in good faith (as certified by senior management of the Borrower in an Officer’s Certificate) for the purposes of consummating the Company IPO and/or improving the consolidated tax efficiency of the Borrower and the Restricted Subsidiaries and not for the purpose of circumventing Articles VI and VII of this Agreement; so long as such transactions, when taken as a whole, would not reasonably be expected to have a Material Adverse Effect;

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(22) (a) transactions with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary) solely because the Borrower or any Restricted Subsidiary owns Equity Interests in such Person and (b) transactions with any Person that is an Affiliate solely because a director or officer of such Person is a director or officer of the Borrower, any Restricted Subsidiary or any Parent Company;

(23) (a) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an Affiliate in which the consideration paid consists solely of Equity Interests of the Borrower or a Parent Company (in the case of any Disqualified Stock or Preferred Stock, to the extent permitted by Section 7.02);

(24) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Borrower;

(25) investments by any Parent Company in securities or Indebtedness of the Borrower or any Guarantor;

(26) payments in respect of (a) the Obligations (or any Credit Agreement Refinancing Indebtedness) or (b) other Indebtedness, Disqualified Stock or Preferred Stock of the Borrower and its Subsidiaries held by Affiliates; provided that such Obligations were acquired by an Affiliate of the Borrower in compliance herewith; and

(27) transactions undertaken in the ordinary course of business pursuant to membership in a purchasing consortium.

SECTION 7.08 Burdensome Agreements .

(a) The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (4) , that is a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction (other than this Agreement or any other Loan Document) on the ability of any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (4) , that is a Subsidiary Guarantor) to:

(1) (I) pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(II) pay any Indebtedness owed to the Borrower or to any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to the Borrower or to any Restricted Subsidiary that is a Guarantor;

(3) sell, lease or transfer any of its properties or assets to the Borrower or to any Restricted Subsidiary that is a Guarantor; or

(4) with respect to the Borrower or any Subsidiary Guarantor, (a) Guaranty the Obligations or (b) create, incur or cause to exist or become effective Liens on property of such Person for the benefit of the Lenders with respect to the Obligations under the Loan Documents to the extent such Lien is required to be given to the Secured Parties pursuant to the Loan Documents;

provided that any dividend or liquidation priority between or among classes or series of Capital Stock, and the subordination of any obligation (including the application of any remedy bars thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.

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(b) Section 7.08(a) will not apply to any encumbrances or restrictions existing under or by reason of:

(1) encumbrances or restrictions in effect on the Closing Date, including pursuant to the Loan Documents and any Hedge Agreements, Hedging Obligations and the related documentation;

(2) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clauses (3) and 4(b) above on the property so acquired;

(3) applicable Law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired or designated and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated;

(5) contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;

(6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice or arising in connection with any Liens permitted by Section 7.01 ;

(7) Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Closing Date pursuant to Section 7.02 ;

(8) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business;

(9) customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect to intellectual property and other agreements, in any such case, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); provided that such restriction or limitation is limited to the assets subject to such lease, sub-lease, license, sub-license or other agreement or other transfer of rights under such lease, sub-lease, license, sub-license or other agreement;

(10) restrictions created in connection with any Qualified Securitization Facility or Receivables Financing Transaction permitted by this Agreement and that, in the good faith determination of the Board of Directors, are necessary or advisable to effect such Qualified Securitization Facility or Receivables Financing Transaction;

(11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that (i) such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the

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proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary and (ii) any of the foregoing pursuant to this clause that is outside of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole;

(12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary;

(13) customary provisions restricting assignment of any agreement;

(14) restrictions arising in connection with cash or other deposits permitted under Section 7.01 ;

(15) any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 7.02 entered into after the Closing Date that contains encumbrances and restrictions that either (i) are no more restrictive in any material respect, taken as a whole, with respect to the Borrower or any Restricted Subsidiary than (A) the restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are in effect on the Closing Date with respect to the Borrower or that Restricted Subsidiary pursuant to agreements in effect on the Closing Date, (ii) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated borrower or (iii) will not materially impair the Borrower’s ability to make payments on the Obligations when due, in each case in the good faith judgment of the Borrower;

(16) Indebtedness and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(4) and any permitted refinancing in respect of the foregoing;

(17) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.08 ;

(18) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;

(19) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(20) any encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and

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(21) applicable Law in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued pursuant to Section 7.02 is incurred.

SECTION 7.09 Change in Fiscal Year . The Borrower will not permit its fiscal year for financial reporting purposes to end on a day other than December 31; provided , however , that the Borrower may, upon written notice to the Administrative Agent, change such fiscal year (and the fiscal year of the Restricted Subsidiaries) to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and to the covenants contained herein that are necessary in order to reflect such change.

SECTION 7.10 Modification of Terms of Material Documents . The Borrower will not, nor will the Borrower permit any Subsidiary Guarantor to, amend or otherwise modify (i) any of its Organizational Documents in a manner that would reasonably be expected to cause a Material Adverse Effect or (ii) any term or condition of any Junior Financing in excess of the Threshold Amount required to be subordinated in right of payment to the Obligations or with a Lien subordinated to the Lien securing the Obligations except (x) in accordance with the terms of the applicable intercreditor or subordination terms or agreement or (y) as permitted pursuant to or reasonably necessary to effect a permitted refinancing thereof.

SECTION 7.11 Financial Covenant . The Borrower and each of the Restricted Subsidiaries covenant and agree that:

(1) If on the last day of any Test Period (commencing with the Test Period ended December 31, 2017) there are outstanding Revolving Loans and Letters of Credit (excluding (a) undrawn Letters of Credit in an amount not to exceed $5,000,000 and (b) Letters of Credit to the extent Cash Collateralized or backstopped (whether drawn or undrawn) on terms reasonably acceptable to the applicable Issuing Bank) in an aggregate principal amount exceeding 25% of the aggregate principal amount of all Revolving Commitments under all outstanding Revolving Facilities, the First Lien Net Leverage Ratio as of the last day of such Test Period shall not be greater than 3.50 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “ Financial Covenant ”).

(2) The provisions of this Section 7.11 are for the benefit of the Revolving Lenders only, and the Required Facility Lenders in respect of the Revolving Facility may amend, waive or otherwise modify this Section 7.11 or the defined terms used in this Section 7.11 (solely in respect of the use of such defined terms in this Section 7.11 ) or waive any Default or Event of Default resulting from a breach of this Section 7.11 without the consent of any Lenders other than the Required Facility Lenders in respect of the Revolving Facility.

Article VIII

Events of Default and Remedies

SECTION 8.01 Events of Default . Each of the events referred to in clauses (1) through (11) of this Section 8.01 shall constitute an “ Event of Default ”:

(1) Non-Payment . The Borrower fails to pay (a) when and as required to be paid herein, any amount of principal of any Loan or (b) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(2) Specific Covenants . Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(1) , 6.05(1) (solely with respect to the Borrower, other than in a transaction permitted under Section 7.03 or 7.04 ) or Article VII ; or

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(3) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(1) or (2) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof from the Administrative Agent; or

(4) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be untrue in any material respect when made or deemed made; or

(5) Cross-Default . The Borrower or any Restricted Subsidiary (a) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (b) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Restricted Subsidiary), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 , (B) this clause (5)(b) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition of the property or assets securing such Indebtedness (including, without limitation, as a result of a Casualty Event), if such sale, transfer or other disposition is permitted hereunder and under the documents providing for such Indebtedness and (C) this clause (5)(b) shall not apply to Indebtedness which is convertible into Equity Interests and converts into Equity Interests in accordance with its terms; or

(6) Insolvency Proceedings, Etc . The Borrower, any Restricted Subsidiary that is a Material Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(7) Judgments . There is entered against the Borrower, any Restricted Subsidiary that is a Material Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, a final non-appealable judgment and order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by insurance or indemnities as to which the insurer or indemnifying party has been notified of such judgment or order and the applicable insurance company or indemnifying party has not denied coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(8) ERISA . (a) An ERISA Event occurs, (b) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to

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its Withdrawal Liability under Section 4201 of ERISA with respect to a Multiemployer Plan, or (c) with respect to a Foreign Plan, a termination, withdrawal or noncompliance with applicable Law or plan terms occurs, except, with respect to each of the foregoing clauses of this Section 8.01(8) , as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or

(9) Invalidity of Loan Documents . Any material provision of the Loan Documents, taken as a whole, at any time after its execution and delivery and for any reason (other than (a) as expressly permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03 or 7.04 ), (b) as a result of acts or omissions by an Agent or any Lender or (c) due to the satisfaction in full of the Termination Conditions) ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of the Loan Documents, taken as a whole (other than as a result of the satisfaction of the Termination Conditions), or any Loan Party denies in writing that it has any or further liability or obligation under the Loan Documents, taken as a whole (other than (i) as expressly permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03 or 7.04 ) or (ii) as a result of the satisfaction of the Termination Conditions), or purports in writing to revoke or rescind the Loan Documents, taken as a whole, prior to the satisfaction of the Termination Conditions (other than as a result of a release of any Subsidiary Guarantor from its obligations under the Guaranty pursuant to Section 10.24 due to a Disposition of such Subsidiary Guarantor not prohibited under this Agreement or its designation as an Unrestricted Subsidiary); or

(10) Collateral Documents . Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01 , 6.11 , 6.13 or pursuant to the provisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement, including as a result of the release of a Loan Party or the sale, transfer or other disposition of the applicable Collateral (including as a result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) in a transaction permitted under the Loan Documents) ceases to create, or any Lien purported to be created by any Collateral Document with respect to a material portion of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not to be, a valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created on the applicable Collateral) on, and security interest in, any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01 , except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(11) Change of Control . There occurs any Change of Control;

provided that, notwithstanding the foregoing, the Borrower’s failure to comply with (i) the Financial Covenant (or Section 6.03(1) with respect thereto) (a “ Financial Covenant Event of Default ”), (ii) Section 6.01(1) solely to the extent resulting from delivery of financial statements accompanied by an opinion of an independent accounting firm subject to a “going concern” qualification statement that is due to an actual default of the Financial Covenant (or Section 6.03(1) with respect thereto) (a “ Going Concern Event of Default ”) or (iii) failure to comply with the provisions of Sections 2.05(2)(f)(ii) , 6.03(2) , 6.03(3) or 6.03(5) (or Section 6.03(1) with respect thereto) (an “ Other Revolving Facility Event of Default ”), shall, in each case, not constitute an Event of Default with respect to any Term Loans or Term Commitments unless and until the Required Facility Lenders for the Revolving Facilities have actually terminated the Revolving Commitments and declared all Obligations with respect to the Revolving Facility to be immediately due and payable pursuant to Section 8.02 as a result of such failure to comply (and such declaration has not been rescinded as of the applicable date) (the occurrence of such termination and declaration by the Required Facility Lenders for the Revolving Facilities, a “ Term Loan Cross Default ”); provided , further , that

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any Financial Covenant Event of Default or Going Concern Event of Default is subject to cure pursuant to Section 8.04 .

SECTION 8.02 Remedies upon Event of Default . Subject to Section 8.04 , if any Event of Default occurs and is continuing, the Administrative Agent may, with the consent of the Required Lenders and shall, at the request of the Required Lenders, take any or all of the following actions:

(1) declare the Commitments of each Lender and any obligation of the Issuing Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments and such obligations will be terminated immediately, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower and the other Loan Parties;

(2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations owing or payable under any Loan Document (including all amounts of L/C Obligations whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower and the other Loan Parties;

(3) require that the Borrower Cash Collateralize all then-outstanding Letters of Credit (in an amount equal to the then-Outstanding Amount of the L/C Obligations related thereto); and

(4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that, (a) upon the occurrence of any event with respect to the Borrower described in Section 8.01(6), the Commitments of each Lender and any obligation of the Issuing Banks to make L/C Credit Extensions will automatically and immediately terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid will automatically and immediately become due and payable, and the obligation of the Borrower to Cash Collateralize the Letters of Credit as aforesaid will automatically and immediately become effective, in each case without further act of the Administrative Agent or any Lender and without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower and the other Loan Parties, (b) if an Event of Default occurs and is continuing, the Administrative Agent may, with the consent of the Required Revolving Facility Lenders, and shall, at the request of the Required Revolving Facility Lenders, take the take the action set forth in clause (3) above, and (c) notwithstanding anything to the contrary, if a Financial Covenant Event of Default, Going Concern Event of Default and/or Other Revolving Facility Event of Default occurs and is continuing, then the Administrative Agent may, with the consent of the Required Revolving Facility Lenders, and shall, at the request of the Required Revolving Facility Lenders take any or all of the actions set forth in clause (1) (only with respect to the Revolving Commitments and any obligation of the Issuing Banks to make L/C Credit Extensions), (2) (only with respect to the Revolving Loans, L/C Obligations and other Obligations and any obligation of the Issuing Banks to make L/C Credit Extensions under the Revolving Facilities), (3) and (4) (on behalf of itself and the Revolving Lenders, and only with respect to the Revolving Lenders, the Revolving Commitments, Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities) of this Section 8.02; provided, further, that, notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are a Financial Covenant Event of Default, a Going Concern Event of Default and/or a Other Revolving Facility Event of Default, then, unless a Term Loan Cross Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in clauses (1), (2), (3) and (4) of this Section 8.02 at the request (or with the consent) of the Required Revolving Facility Lenders (as opposed to the Required Lenders) and only with respect to the Revolving Commitments, Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities.

SECTION 8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in clause (a) of the proviso to Section 8.02 ), subject to any Intercreditor Agreement then in effect, any amounts received on account of the Obligations will be applied by the Administrative Agent in the following order:

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First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III ) payable to the Administrative Agent and the Collateral Agent in their capacities as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III ) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), the Obligations under Secured Hedge Agreements and Cash Management Obligations under Secured Cash Management Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last , the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(3) , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrower.

SECTION 8.04 Right to Cure .

(1) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02 , but subject to Sections 8.04(2) and (3) , for the purpose of determining whether an Event of Default under the Financial Covenant or a Going Concern Event of Default has occurred, the Borrower may designate any portion of the Net Proceeds from any Permitted Equity Issuance or of any contribution to the common equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “ Cure Amount ”) as an increase to Consolidated EBITDA of the Borrower for the applicable fiscal quarter; provided that:

(a) such amounts to be designated are actually received by the Borrower (i) on or after the first Business Day of the applicable fiscal quarter and (ii) on or prior to the tenth (10 ^th ) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “ Cure Expiration Date ”);

(b) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date; and

(c) the Borrower will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net

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Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount).

The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII ) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except with respect to fiscal quarters following the fiscal quarter in which such Cure Amount was applied to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02 , (A) upon designation of the Cure Amount by the Borrower in an amount necessary to cure any Event of Default under the Financial Covenant, the Financial Covenant and Section 6.01(1) (solely with respect to a Going Concern Event of Default) will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant or Section 6.01(1) (solely with respect to a Going Concern Event of Default) and any Event of Default under the Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents and (B) from and after the date that the Borrower delivers a written notices to the Administrative Agent that it intends to exercise its cure right under this Section 8.04 (a “ Notice of Intent to Cure ”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated.

(2) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(1) is exercised.

(3) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during the term of the Facilities; provided that, so long as the Closing Date Revolving Facility is no longer outstanding, there may be an additional fiscal quarter after the Original Revolving Facility Maturity Date in which the cure rights set forth in this Section 8.04 are exercised during the term of any Revolving Commitments.

Article IX

Administrative Agent and Other Agents

SECTION 9.01 Appointment and Authorization of the Administrative Agent .

(1) Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank hereby irrevocably appoints JPMorgan, to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Section 9.12 and clause (3) of Section 9.15 and Section 9.16 ) are solely for the benefit of the Agents, the Lenders and each Issuing Bank and the Loan Parties shall not have rights as a third-party beneficiary of any such provision.

(2) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Lender, Issuing Bank and other Secured Party, as the case may be, for

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purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X with respect to the Administrative Agent (including Sections 10.04 and 10.05 ), as though such “collateral agent”, co-agents, sub-agents and attorneys-in-fact were the “Administrative Agent” under the Loan Documents. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize, and hereby granted a power of attorney to, the Agents to execute and deliver, on behalf of the Secured Parties, any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including any Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders and other Secured Parties. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks hereby grants to the Agents any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on behalf of such Lender, Issuing Bank or other Secured Party, as the case may be. The Administrative Agent, as “collateral agent” is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC.

SECTION 9.02 Rights as a Lender . Any Lender that is also serving as an Agent (including as Administrative Agent) hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Lender (if any) serving as an Agent hereunder in its individual capacity. Any Person serving as an Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Secured Parties. Each of the Lenders (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks acknowledges that, pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that none of the Agents or their Affiliates shall be under any obligation to provide such information to them.

SECTION 9.03 Exculpatory Provisions . The Administrative Agent and Collateral Agent shall not have any duties, responsibilities or other obligations except those expressly set forth in this Agreement and in the other Loan Documents. Without limiting the generality of the foregoing, each Agent (including the Administrative Agent):

(1) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent or Arranger is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties;

(2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(3) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by any Person serving as an Agent or any of its Affiliates in any capacity.

Neither the Administrative Agent nor any of its Related Persons shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by the Borrower, a Lender, or an Issuing Bank.

No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the existence (other than with respect to possessory collateral actually in the physical possession of any Agent), the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Secured Party or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each Arranger is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Arranger shall be entitled to all indemnification and reimbursement rights in favor of the Arrangers as, and to the extent, provided for under Section 10.05 . Without limitation of the foregoing, each Arranger shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

SECTION 9.04 Lack of Reliance on the Administrative Agent . Independently and without reliance upon any Agent, any other Lender, any Arranger or any Related Person thereof, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and the Restricted Subsidiaries in connection with the making, the acquisition and/or the continuance of the Loans and the taking or not taking of any action in connection herewith or with any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder and (ii) its own appraisal of the creditworthiness of the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not (a) be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein, in any other Loan Document or in any other document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of the Borrower or any of the Restricted Subsidiaries or (b) be required to make any inquiry concerning

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either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default or Event of Default. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities.

SECTION 9.05 Certain Rights of the Administrative Agent . If the Administrative Agent requests instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ); and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ).

SECTION 9.06 Reliance by the Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall be fully protected and not incur any liability in relying upon, any note, writing, resolution, notice, statement, instrument, request, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document or other writing, oral statement or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and upon advice of counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received written notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or issuances of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 9.07 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Persons. The exculpatory provisions of this Article shall apply to any such sub agent and to the Agent-Related Persons of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or sub-agent thereof. Notwithstanding anything to the contrary in this Section 9.07 or Section 9.15 , the Administrative Agent shall not delegate to any Supplemental Administrative Agent responsibility for receiving any payments under any Loan Document for the account of any Lender, which payments shall be received directly by the Administrative Agent, without prior written consent of the Borrower (not to unreasonably withheld or delayed).

SECTION 9.08 Indemnification . Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in proportion to their respective Pro Rata Shares for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent or any other

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Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent-Related Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.08 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and any other Agent-Related Person upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or such other Agent-Related Person in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or such other Agent-Related Person is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect any Loan Party’s continuing reimbursement obligations with respect thereto; provided , further , that the failure of any Lender to indemnify or reimburse the Administrative Agent or any other Agent-Related Person shall not relieve any other Lender of its obligation in respect thereof. The undertaking in this Section 9.08 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 9.09 The Administrative Agent in Its Individual Capacity . With respect to its obligation to make Loans under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender”, “Required Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Secured Parties. Each of the Lenders (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks acknowledges that, pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent or its Affiliates shall be under any obligation to provide such information to them.

SECTION 9.10 [ Reserved ] .

SECTION 9.11 Resignation by the Administrative Agent . The Administrative Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 days prior written notice to the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent as provided below or as otherwise provided in the fifth paragraph of this Section 9.11.

Upon any such notice of resignation by, or notice of removal of, the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank, trust company or other financial institution reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed ( provided that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing).

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If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

If no successor Administrative Agent has been appointed pursuant to the foregoing by the 35 ^th day after the date such notice of resignation was given by the Administrative Agent or such notice of removal was given by the Required Lenders or the Borrower, as applicable, the Administrative Agent’s resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. The retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) (it being understood and agreed that the retiring or removed Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest) and except for any indemnity payments or other amounts owing from time to time to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.11 .

Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (i) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.11 ).

The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 3.01 , 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Upon a resignation or removal of the Administrative Agent pursuant to this Section 9.11 , the Administrative Agent (i) shall continue to be subject to Section 10.09 and (ii) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents and, unless otherwise provided in the relevant Loan Document, any other exculpatory, reimbursement and indemnification provisions in favor of any Agent set forth in any other Loan Document) shall continue in effect for the benefit of the Administrative Agent, its sub-agents and their respective Agent-Related Persons for all of their respective actions and inactions while the retiring or removed Administrative Agent was serving as the Administrative Agent.

SECTION 9.12 Collateral Matters . Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank and on behalf of any of its Affiliates that are Secured

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Parties) and Issuing Bank irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24 .

Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by or at the direction of the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders (or any Agent at the direction of the foregoing), as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. The Collateral Agent is hereby authorized on behalf of all of the Lenders (in their respective capacities as Lenders and potential Hedge Banks and/or Cash Management Banks), without the necessity of any notice to or further consent from any Secured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12 . In each case as specified in this Section 9.12 , Section 7.04 and Section 10.24 , the applicable Agent will (and each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12 , Section 7.04 and Section 10.24 .

The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12 , Section 7.04 , Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Secured Parties, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

SECTION 9.13 Not Partners or Co-Venturers . The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

SECTION 9.14 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, any Issuing Bank, the Administrative Agent and any other Secured Party (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, any Issuing Bank and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, any Issuing Bank and the Administrative Agent under Sections 2.09 and 10.04 ) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, relevant Issuing Banks and other relevant Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid and/or to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations that were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles ( provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by, and the governing documents shall provide for control by, the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (i) of the first proviso to Section 10.01(1) of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations that were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party that will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the

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formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

SECTION 9.15 Appointment of Supplemental Administrative Agents .

(1) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “ Supplemental Administrative Agent ” and collectively as “ Supplemental Administrative Agents ”).

(2) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent or such Supplemental Administrative Agent, as the context may require.

(3) Should any instrument in writing from any Loan Party be reasonably required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments reasonably acceptable to it promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

SECTION 9.16 Intercreditor Agreements . The Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the parties hereto acknowledge that such Intercreditor Agreement is binding upon them. Each Secured Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of the

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First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

SECTION 9.17 Secured Cash Management Agreements and Secured Hedge Agreements . Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03 , any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

SECTION 9.18 Withholding Tax . To the extent required by any applicable Laws, the Administrative Agent may withhold from any payment to any Recipient an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01 , each Lender shall severally indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.18 . The agreements in this Section 9.18 shall survive the resignation or replacement of the Administrative Agent.

SECTION 9.19 Survival . The agreements in this Article IX shall survive any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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Article X

Miscellaneous

SECTION 10.01 Amendments, etc .

(1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g) , (h) or (i) below (in the case of clause (i) , to the extent permitted by Section 2.14 ), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (a) , (b) or (c) , which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant to Section 2.08(2) ) or any payment of fees or premiums hereunder or under any Loan Document with respect to payments to any Lender without the written consent of such Lender, it being understood that none of the following will constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of principal, interest, fees or premiums: (i) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans, (ii) the waiver of any Default or Event of Default, and (iii) any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Total Net Leverage Ratio”, or, in each case, in the component definitions thereof;

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Amount, or any fees or other amounts payable hereunder or under any other Loan Document to any Lender without the written consent of such Lender, it being understood that none of the following will constitute a reduction in any rate of interest or any fees: any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Total Net Leverage Ratio”, or, in each case, in the component definitions thereof; provided that only the consent of (A) the Required Lenders (or, with respect to any Default Rate payable in respect of the Revolving Facility, the Required Facility Lenders under the Closing Date Revolving Facility) shall be necessary to amend the definition of “Default Rate” and (B) the Required Lenders or, with respect to any Default Rate payable in respect of the Revolving Facility, the Required Facility Lenders under the Closing Date Revolving Facility, shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) except as contemplated by clause (C) in the second proviso immediately succeeding clause (i) of this Section 10.01(1) , change any provision of this Section 10.01 or the definition of “Required Lenders” or “Required Facility Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents or Section 2.13 or 8.03 , without the written consent of each Lender directly and adversely affected thereby;

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(e) other than in a transaction permitted under Section 7.03 or Section 7.04, release or subordinate all or substantially all of the aggregate value of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in a transaction permitted under Section 7.03 or Section 7.04, release or subordinate all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender;

(g) amend, waive or otherwise modify any term or provision (including the waiver of any conditions set forth in Section 4.02 as to any Credit Extension under one or more Revolving Facilities) which directly affects Lenders under one or more Revolving Facilities and does not directly affect Lenders under any other Facilities, in each case, without the written consent of the Required Facility Lenders under such applicable Revolving Facility or Facilities with respect to Revolving Commitments (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided , however , that the waivers described in this clause (g) shall not require the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Facility or Facilities (it being understood that any amendment to the conditions of effectiveness of Incremental Commitments set forth in Section 2.14 shall be subject to clause (i) below);

(h) amend, waive or otherwise modify the Financial Covenant or any definition related thereto (solely in respect of the use of such defined terms in the Financial Covenant), amend, waive or otherwise modify the Aggregate Adjusted Revolving Commitment Amount or the Adjusted Revolving Commitment Amount or any definition related thereto (solely in respect of the use of such defined terms in the Aggregate Adjusted Revolving Commitment Amount or Adjusted Revolving Commitment Amount) or waive any Default or Event of Default resulting from a failure to perform or observe (i) the Financial Covenant (or Section 6.03(1) with respect thereto), (ii) Section 6.01(1) solely to the extent resulting from delivery of financial statements accompanied by an opinion of an independent accounting firm subject to a “going concern” qualification statement that is due to an actual default of the Financial Covenant (or Section 6.03(1) with respect thereto) or (iii) Sections 2.05(2)(f)(ii) , 6.03(2) , 6.03(3) or 6.03(5) (or Section 6.03(1) with respect thereto), without the written consent of the Required Revolving Facility Lenders; provided , however , that the amendments, waivers and other modifications described in this clause (h) shall not require the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Facility or Facilities;

(i) amend, waive or otherwise modify any term or provision (including the availability and conditions to funding (subject to the requirements of Section 2.14 ) with respect to Incremental Term Loans and Incremental Revolving Commitments, but excluding the rate of interest applicable thereto which shall be subject to clause (c) above)) which directly affects Lenders of one or more Incremental Term Loans or Incremental Revolving Commitments and does not directly affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided , however , that, to the extent permitted under Section 2.14 , the waivers described in this clause (i) shall only require the consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments;

provided that:

(I) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of such Issuing Bank under this Agreement or any Issuing Bank Document relating to any Letter of Credit issued or to be issued by it; provided , however , that this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent of the Administrative Agent, the applicable Issuing Bank and the Borrower so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, and if

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applicable the other Issuing Banks, if any, who have not executed such amendment, are not adversely affected thereby;

(II) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and

(III) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;

provided , further , that notwithstanding the foregoing:

(A) no Defaulting Lender shall have any right to approve or disapprove of any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders);

(B) no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Permitted Indebtedness that is Secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders and supplements; provided , further , that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable;

(C) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans and L/C Obligations and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders;

(D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time;

(E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency (including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Collateral Documents, guarantees,

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intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Loans, any borrowing of Other Loans, any Extension or any borrowing of Replacement Loans and otherwise to effect the provisions of Section 2.14 , 2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01 , respectively; and

(F) the Borrower and the Administrative Agent may, without the input or consent of the other Lenders, (i) effect changes to any Mortgage as may be necessary or appropriate in the opinion of the Collateral Agent and (ii) effect changes to this Agreement that are necessary and appropriate to effect the offering process set forth in Section 2.05(1)(e) .

(2) In addition, notwithstanding anything to the contrary contained in this Section 10.01 , this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“ Replaced Loans ”) with replacement term loans (“ Replacement Loans ”) hereunder; provided that

(a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Replaced Loans, plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses incurred in connection with such refinancing of Replaced Loans with such Replacement Loans and any other Incremental Amounts,

(b) the All-In Yield with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Replaced Loans (or similar interest rate spread applicable to such Replaced Loans) immediately prior to such refinancing unless all Term Loans of the same Class as such Replaced Loans shall have been paid in full, together with all accrued and unpaid interest thereon,

(c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Loans at the time of such refinancing, and

(d) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Replacement Loans shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Replacement Loans (as determined by the Borrower in good faith) or (ii) if not otherwise consistent with the terms of such Replaced Loans, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Replaced Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Replacement Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility.

Each amendment to this Agreement providing for Replacement Loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 10.01(2) , and for the avoidance of doubt, this paragraph shall supersede any other provisions in this Section 10.01 to the contrary.

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(3) In addition, notwithstanding anything to the contrary in this Section 10.01 ;

(a) the Guaranty, the Collateral Documents and related documents executed by Loan Parties in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause the Guaranty, Collateral Documents or other document to be consistent with this Agreement and the other Loan Documents (including by adding additional parties as contemplated herein or therein); and

(b) if the Administrative Agent and the Borrower shall have jointly identified an obvious error (including an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and the Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document. Notification of such amendment shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.

SECTION 10.02 Notices and Other Communications; Facsimile Copies .

(1) General . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.02(2) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a) if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and

(b) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next succeeding Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in Section 10.02(2) below shall be effective as provided therein.

(2) Electronic Communication . Notices and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by Electronic Systems. The Administrative Agent or the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(3) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next succeeding Business Day for the recipient, and (ii) notices or communications

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posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(4) The Platform . Any Electronic System used by the Administrative Agent (including THE PLATFORM) IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF SUCH ELECTRONIC SYSTEMS, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR ANY ELECTRONIC SYSTEMS. In no event shall the Administrative Agent or any of its Agent-Related Persons or any Arranger (collectively, the “ Agent Parties ”) or any Loan Party have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet or any Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from (i) in the case of any such liability of an Agent Party, the gross negligence, bad faith or willful misconduct of such Agent Party or (ii) in the case of any such liability of a Loan Party, the gross negligence, bad faith or willful misconduct of such Loan Party or its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(5) Change of Address . Each Loan Party and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by written notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(6) Reliance by the Administrative Agent . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Persons of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03 No Waiver; Cumulative Remedies . No failure by any Lender or any Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of, or any abandonment or discontinuance of steps to enforce, any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with

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Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.10 (subject to the terms of Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 , (ii) the Required Revolving Facility Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to clause (b) to the first proviso to Section 8.02 and (iii) in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

SECTION 10.04 Costs and Expenses . The Borrower agrees (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the Closing Date, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arrangers incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (in the case of any such modification, whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single U.S. counsel and, if necessary, a single local counsel in each relevant or material jurisdiction, and (b) upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to pay or reimburse the Administrative Agent, each Issuing Bank and the other Lenders, taken as a whole, promptly following a written demand therefor for all documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Credit Parties similarly situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, if an Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing, such amounts shall be payable on demand. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

SECTION 10.05 Indemnification by the Borrower . The Borrower shall indemnify and hold harmless the Agents, each Issuing Bank, each other Lender, the Arrangers and their respective Related Persons (collectively, the “ Indemnitees ”) from and against any and all losses, claims, damages, liabilities or expenses (including Attorney Costs, Environmental Claims and Environmental Liabilities) to which any such Indemnitee may become subject arising out of, resulting from or in connection with (but limited, in the case of legal fees and expenses, to the documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant material jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) any actual or threatened claim, litigation, investigation or proceeding relating to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the use, or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding), and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the

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“ Indemnified Liabilities ”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Loan Document and other than any claims involving any act or omission of the Borrower or any of its respective Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion that they are permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 10.0 5). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor; provided that, if an Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing, such amounts shall be payable on demand. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply to Taxes, except any Taxes that represent losses or damages arising from any non-Tax claim. Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly any and all amounts paid by any Loan Party or any of its Affiliates under this Section 10.05 to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof as determined by a final, non-appealable judgment of a court of competent jurisdiction.

SECTION 10.06 Marshaling; Payments Set Aside . None of the Agents or any Lender shall be under any obligation to marshal any assets in favor of the Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of any Loan Party is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect.

SECTION 10.07 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and registered assigns permitted hereby, except that the Borrower may not, except as expressly permitted by Section 7.03 , assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and no Lender may assign or

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otherwise transfer any of its rights or obligations hereunder (including to existing Lenders and their Affiliates) except (i) to an assignee in accordance with the provisions of Section 10.07(b) (such an assignee, an “ Eligible Assignee ”) and (A) in the case of any Eligible Assignee that, immediately prior to or upon giving effect to such assignment, is an Affiliated Lender, in accordance with the provisions of Section 10.07(h) or (B) in the case of any Eligible Assignee that is the Borrower or any Subsidiary of the Borrower, in accordance with the provisions of Section 10.07(l) , (ii) by way of participation in accordance with the provisions of Section 10.07(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) , or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void (or in the case of any such attempted assignment or transfer to a Disqualified Institution shall be subject to the provisions set forth in the fourth sentence of the definition of “Lender”). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, Related Persons of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b) , participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (including, for purposes of clarity, any assignment from Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC), no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section 10.07 , the aggregate amount of the Commitment or, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, in the case of Term Loans, and not less than $2,500,000, in the case of Revolving Loans and Revolving Commitments, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing, the Borrower otherwise consents (in the case of an assignment of Term Loans, each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned (it being understood that assignments under separate Facilities shall not be required to be made on a pro rata basis).

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by Section 10.07(b)(i)(B) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (which, in the case of any assignment of Revolving

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Loans and/or Revolving Commitments, must be a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender for the purposes of the consent exclusion set forth in this subclause (2)); provided that the Borrower shall be deemed to have consented to any assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice of a failure to respond to such request for assignment; provided , further , that no consent of the Borrower shall be required for an assignment of all or a portion of the Loans or Commitments pursuant to Section 10.07(h) or (l) ;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that no consent of the Administrative Agent shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07 (h) or (l) ; and

(C) the consent of each applicable Issuing Bank at the time of such assignment (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of the applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent). Other than in the case of assignments pursuant to Section 10.07(l) , the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms.

(v) No Assignments to Certain Persons . No such assignment shall be made (A) to the Borrower or any of the Borrower’s Subsidiaries except as permitted under Sections 2.05(1)(e) and 10.07(l) , (B) subject to Sections 10.07(h) and (l) below, to any Affiliate of the Borrower, (C) to a natural person, (D) to any Disqualified Institution or (E) to any Defaulting Lender.

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.07 (and, in the case of an Affiliated Lender or a Person that, after giving effect to such assignment, would become an Affiliated Lender, to the requirements of clause (h) of this Section 10.07 ), from and after the effective date specified in each Assignment and Assumption, other than in connection with an assignment pursuant to Section 10.07(l) , (x) the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (y) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall

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cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment), but shall in any event continue to be subject to Section 10.09 . Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d) .

EACH LENDER HEREBY ACKNOWLEDGES THAT THE BORROWER OR ANY OF ITS SUBSIDIARIES, ANY AFFILIATED LENDER MAY FROM TIME TO TIME PURCHASE OR TAKE ASSIGNMENT OF TERM LOANS HEREUNDER IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS AGREEMENT, INCLUDING PURSUANT TO SECTION 2.05 AND THIS SECTION 10.07 (INCLUDING THROUGH OPEN MARKET PURCHASES).

(c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it, each Affiliated Lender Assignment and Assumption delivered to it, each notice of cancellation of any Loans delivered by the Borrower pursuant to subsections (h) or (l) below, and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03 , owing to each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and, with respect to its own Loans, any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(c) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender, nor shall the Administrative Agent be obligated to monitor the aggregate amount of the Term Loans or Incremental Term Loans held by Affiliated Lenders.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower and its Affiliates, a Defaulting Lender or a Disqualified Institution) (each, a “ Participant ”) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01(1) (other than clauses (g) , (h) and (i) thereof) that directly and adversely affects such Participant. Subject to subsection (e) of this Section 10.07 , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01 (including subsections (2) , (3) and (4) , as applicable) as though it were a Lender; provided that any forms required to be provided under Section 3.01(3) shall be provided solely to the participating Lender), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.07 . To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.10 as though it were a Lender; provided that such Participant shall agree to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 , 3.04 or 3.05 than the applicable Lender would have been entitled to receive

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with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Each Lender that sells a participation shall (acting solely for this purpose as a non-fiduciary agent of the Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which is entered the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for U.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibilities for maintaining a Participant Register.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “ SPC ”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable part thereof shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 , 3.04 or 3.05 ), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Any Lender may at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender through (x) Dutch auctions (subject to a customary representation as to material non-public information) or other offers to purchase or take by assignment open to all applicable Lenders on a pro rata basis in accordance with procedures determined by such Affiliated Lender in its sole discretion or (y) open market purchase on a non- pro rata basis, in each case subject to the following limitations:

(i) Affiliated Lenders will not (A) receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to

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be delivered to Lenders pursuant to Article II or (B) make any challenge to the Administrative Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Lender;

(ii) [reserved];

(iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender pursuant to clause (y) above shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter;

(iv) the aggregate principal amount of Term Loans of any Class under this Agreement held by Affiliated Lenders at the time of any such purchase or assignment shall not exceed 25% of the aggregate principal amount of Term Loans of such Class outstanding at such time under this Agreement (such percentage, the “ Affiliated Lender Cap ”); provided that to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Term Loans of any Class held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio ;

(v) as a condition to each assignment pursuant to this subsection (h) , the Administrative Agent and the Borrower shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such; and

(vi) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit D-2 hereto (an “ Affiliated Lender Assignment and Assumption ”).

Notwithstanding anything to the contrary contained herein, any Affiliated Lender that has purchased Term Loans pursuant to this subsection (h) may, in its sole discretion, contribute, directly or indirectly, the principal amount of such Term Loans or any portion thereof, plus all accrued and unpaid interest thereon, to the Borrower for the purpose of cancelling and extinguishing such Term Loans. Upon the date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Term Loans shall reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (y) the Borrower shall promptly provide notice to the Administrative Agent of such contribution of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.

Each Affiliated Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender. The Administrative Agent may conclusively rely upon any notice delivered pursuant to the immediately preceding sentence or pursuant to clause (v) of this subsection (h) and shall not have any liability for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated Lender.

(i) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders”, or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders (in respect of a Class of Term Loans) have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(j) , any plan of reorganization pursuant to the U.S. Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and, except with respect to any amendment, modification, waiver, consent or other action (x) in Section 10.01 requiring the consent of all Lenders, all Lenders directly and adversely affected or specifically such Lender, (y) that alters an Affiliated Lender’s pro rata share of any payments given to all Lenders, or (z) affects the Affiliated Lender (in its capacity as a Lender) in a manner that is disproportionate to the effect on any Lender in the same Class, the Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any

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Lender vote (and shall be deemed to have been voted in the same percentage as all other applicable Lenders voted if necessary to give legal effect to this paragraph) (but, in any event, in connection with any amendment, modification, waiver, consent or other action, shall be entitled to any consent fee, calculated as if all of such Affiliated Lender’s Loans had voted in favor of any matter for which a consent fee or similar payment is offered).

(j) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders.

(k) [Reserved].

(l) Any Lender may, so long as no Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to the Borrower or any Subsidiary of the Borrower through (x) Dutch auctions or other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(1)(e) or (y) open market purchases on a non- pro rata basis; provided that:

(i) (x) if the assignee is a Subsidiary of the Borrower, upon such assignment, transfer or contribution, the applicable assignee shall automatically be deemed to have contributed or transferred the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; or (y) if the assignee is the Borrower (including through contribution or transfers set forth in clause (x) ), (a) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (c) the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register;

(ii) [reserved];

(iii) each Lender (other than an Affiliated Lender) that assigns any Loans to the Borrower or any Subsidiary of the Borrower pursuant to clause (y) above shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter; and

(iv) purchases of Term Loans pursuant to this subsection (l) may not be funded with the proceeds of Revolving Loans.

(m) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 , (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under

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the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(n) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any ‎Disqualified Institution.

SECTION 10.08 Resignation of Issuing Bank . Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty (30) days’ notice to the Borrower and the Revolving Lenders, resign as an Issuing Bank so long as on or prior to the expiration of such 30-day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(3) ).

SECTION 10.09 Confidentiality . Each of the Agents, the Arrangers, the Lenders and each Issuing Bank agrees to maintain the confidentiality of the Information in accordance with its customary procedures (as set forth below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, legal counsel, independent auditors, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, with such Affiliate being responsible for such Person’s compliance with this Section 10.09 ; provided , however , that such Agent, Arranger, Lender or Issuing Bank, as applicable, shall be principally liable to the extent this Section 10.09 is violated by one or more of its Affiliates or any of its or their respective employees, directors or officers), (b) to the extent requested by any Governmental Authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided , however , that each Agent, each Arranger, each Lender and each Issuing Bank agrees to notify the Borrower promptly thereof (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority) to the extent practicable and it is legally permitted to do so, (c) to the extent required by applicable laws or regulations or by any subpoena or compulsory legal process or otherwise as required by applicable Law or regulation or as requested by a Governmental Authority; provided that such Agent, such Arranger, such Lender or such Issuing Bank, as applicable, agrees that to the extent practicable it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority) unless such notification is prohibited by law, rule or regulation, (d) to any other party hereto, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.09 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee (or its agent) invited to be an Additional Lender (other than a Disqualified Institution) or (ii) with the prior consent of the Borrower, any actual or prospective direct or indirect counterparty (or its advisors) (other than a Disqualified Institution) to any swap or derivative transaction relating to the Borrower, any of its Subsidiaries or the Public Parent or any of their respective obligations; provided that such disclosure shall be made subject to the acknowledgment and acceptance by such prospective Lender, Participant or Eligible Assignee that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to the Borrower, the Agents and the Arrangers, including as set forth in any confidential information memorandum or other marketing materials) in accordance with the standard syndication process of the Agents and the Arrangers or market standards for dissemination of such type of information which

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shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information, (f) for purposes of establishing a “due diligence” defense, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (iii) service providers to the Agents, the Arrangers and the Lenders in connection with the administration, settlement and management of this Agreement and the credit facilities provided hereunder, (h) with the consent of the Borrower, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach by any Person of this Section 10.09 or any other confidentiality provision in favor of any Loan Party, (y) becomes available to any Agent, any Arranger, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Public Parent, the Borrower or any Subsidiary thereof, and which source is not known by such Agent, such Lender, such Issuing Bank or the applicable Affiliate to be subject to a confidentiality restriction in respect thereof in favor of any Parent Company, the Borrower or any Affiliate thereof or (z) is independently developed by the Agents, the Lenders, the Issuing Banks, the Arrangers or their respective Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this Section 10.09 , (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder or (k) with respect to the existence of this Agreement and the Facilities and information about the Facilities (including the closing date, size, type, purpose of, and parties to, the Facilities), to market data collectors, such as league table, or other service providers to the lending industry.

For purposes of this Section 10.09 , “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary or Affiliate thereof or their respective businesses, other than any such information that is available to any Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary or Affiliate thereof; it being understood that no information received from or on behalf of any Loan Party after the date hereof shall be deemed nonconfidential on account of such information not being clearly identified at the time of delivery as being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.09 shall be considered to have complied with its obligation to do so in accordance with its customary procedures if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each Agent, each Arranger, each Lender and each Issuing Bank acknowledges that (a) the Information may include trade secrets, protected confidential information, or material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of such information and (c) it will handle such information in accordance with applicable Law, including United States Federal and state securities Laws and to preserve its trade secret or confidential character.

The respective obligations of the Agents, the Arrangers, the Lenders and any Issuing Bank under this Section 10.09 shall survive, to the extent applicable to such Person, for a period of two years with respect to such Person after the earlier of: (x) the payment in full of the Obligations and the termination of this Agreement, (y) any assignment of such Person’s rights and obligations under this Agreement and (z) if such Person is an Agent or Issuing Bank, the resignation or removal of such Agent or Issuing Bank.

SECTION 10.10 Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the

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Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.11 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 10.12 Counterparts; Integration; Effectiveness . This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.13 Electronic Execution of Assignments and Certain Other Documents . The words “delivery”, “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.14 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and the making of any Loans and issuance of any Letters of Credit. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 10.15 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.

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The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.16 GOVERNING LAW .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS OR REMEDIES UNDER ANY COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

(c) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 10.16 . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17 .

SECTION 10.18 Binding Effect . This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent, each Lender, each other party hereto and their respective successors and assigns.

SECTION 10.19 Lender Action . Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party under any of the Loan

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Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents (c) any Lender from exercising setoff rights in accordance with Section 10.10 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02, (ii) the Required Revolving Facility Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to clause (b) to the first proviso to Section 8.02 and (iii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

SECTION 10.20 Use of Name, Logo, etc . Each Loan Party consents to the publication in the ordinary course by Administrative Agent and/or the Arrangers of customary advertising material relating to the financing transactions contemplated by this Agreement using such Loan Party’s name, product photographs, logo or trademark; provided that any such material shall be provided to the Borrower for its review a reasonable period of time in advance of publication. Such consent shall remain effective until revoked by the Borrower in writing to the Administrative Agent and the Arrangers.

SECTION 10.21 USA PATRIOT Act . Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

SECTION 10.22 Service of Process . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 10.23 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower’, on behalf of itself and the other Loan Parties, acknowledges and agrees that (i)(A) the arranging and other services regarding this Agreement and the other Loan Documents provided by the Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and the other Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) each Agent, Arranger and Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Agents, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a

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broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower, on behalf of itself and the other Loan Parties, hereby waives and releases any claims that it may have against the Agents, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective Affiliates.

SECTION 10.24 Release of Collateral and Guarantee Obligations; Subordination of Liens .

(a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any sale or other transfer of Loans Held For Sale and any sale or other transfer in connection with any Receivables Financing Transaction or any Qualified Securitization Facility)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01 ), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that any Guarantor shall be released from its Guaranty upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document (other than obligations that expressly survive the termination of the Commitments and repayment of the Obligations, whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) contingent obligations not then due and (iv) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

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(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon written request of the Borrower in connection with any Liens permitted by the Loan Documents, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

SECTION 10.25 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any Credit Party that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Credit Party that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

SECTION 10.26 MIRE Events . In connection with any amendment to this Agreement pursuant to which any increase, extension or renewal of Loans and/or Commitments is contemplated, the Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance, as may be required pursuant to the Flood Insurance Laws.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	GreenSky Holdings, LLC, as the Borrower

	By:	/s/ Steven E. Fox
		Name: Steven E. Fox
		Title: Executive Vice President and Chief Legal Officer

[Signature Page to Credit Agreement – GreenSky Holdings, LLC]

	JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

	By:	/s/ William R. Doolittle
		Name: William R. Doolittle
		Title: Executive Director

	JPMorgan Chase Bank, N.A., as Issuing Bank, Revolving Lender and Term Lender

	By:	/s/ William R. Doolittle
		Name: William R. Doolittle
		Title: Executive Director

	Goldman Sachs Bank USA, as Revolving Lender

	By:	/s/ Thomas M. Manning
		Name: Thomas M. Manning
		Title: Authorized Signatory

	Fifth Third Bank, as Revolving Lender

	By:	/s/ Ryan Dixon
		Name: Ryan Dixon
		Title: Vice President

[Signature Page to Credit Agreement – GreenSky Holdings, LLC]

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT

dated as of

March 29, 2018,

among

GREENSKY HOLDINGS, LLC ,

THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent

JPMORGAN CHASE BANK, N.A.,
as Lead Arranger and Bookrunner

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 29, 2018 (this “ Amendment ”), among GREENSKY HOLDINGS, LLC, a Georgia limited liability company (the “ Borrower ”), the Subsidiaries of the Borrower party hereto as Loan Parties, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”) under the Credit Agreement referred to below and as collateral agent (in such capacity, including any successor thereto, the “ Collateral Agent ”) under the Loan Documents, each Tranche B-1 Term Lender (as defined below) party hereto and each Replacement Revolving Lender (as defined below) party hereto.

RECITALS:

WHEREAS , reference is made to the Credit Agreement, dated as of August 25, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “ Credit Agreement ”), among the Borrower, the lenders from time to time party thereto (the lenders party thereto immediately prior to the Amendment No. 1 Effective Date (as defined below), the “ Existing Lenders ”), the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement), pursuant to which the Lenders (x) made Closing Date Term Loans to the Borrower on the Closing Date in an aggregate initial principal amount of $350,000,000 and (y) made available the Closing Date Revolving Facility with aggregate Revolving Commitments of $100,000,000 (the Existing Lenders under the Closing Date Revolving Facility, the “ Existing Revolving Lenders ”);

WHEREAS , the Borrower wishes to refinance the Closing Date Term Loans and, concurrently with such refinancing, wishes to incur additional Other Term Loans in an aggregate principal amount of $50,875,000 (such additional Other Term Loans, the “ Term Loan Upsizing ”);

WHEREAS , the Borrower wishes to refinance the Revolving Facility as set forth herein;

WHEREAS , the Borrower has requested Other Term Loans in an aggregate principal amount of $400,000,000 (the “ Tranche B-1 Term Loans ”; the commitments in respect of such Tranche B-1 Term Loans, the “ Tranche B-1 Term Commitments ”; and the Existing Lenders with Tranche B-1 Term Commitments and any permitted assignees thereof, the “ Tranche B-1 Term Lenders ”), which will be made available on the Amendment No. 1 Effective Date (as defined below), subject to the terms and conditions hereof, to, among other things, refinance all Closing Date Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of this Amendment (the “ Existing Term Loans ”) and which Tranche B-1 Term Loans shall constitute Other Term Loans and Term Loans (as applicable) for all purposes of the Credit Agreement and the other Loan Documents;

WHEREAS , the Tranche B-1 Term Lenders will fund, on the Amendment No. 1 Effective Date, subject to the terms and conditions hereof, an aggregate principal amount of Tranche B-1 Term Loans equal to the aggregate outstanding principal amount of the Existing Term Loans, the proceeds of which shall be used on the Amendment No. 1 Effective Date to refinance such outstanding Existing Term Loans;

WHEREAS , in addition to the foregoing, the Tranche B-1 Term Lenders will fund, on the Amendment No. 1 Effective Date, subject to the terms and conditions hereof, an aggregate principal amount of Tranche B-1 Term Loans equal to the amount of the Term Loan Upsizing, the proceeds of which shall be used in the manner set forth in Section 7(a)(ii) of this Amendment;

WHEREAS , each Person party hereto as a “Replacement Revolving Lender” as indicated on its signature page hereto (each a “ Replacement Revolving Lender ”) hereby severally agrees to provide, subject to the terms and conditions hereof, (i) a replacement revolving facility commitment in the amount set forth opposite its name under the heading “Replacement Revolving Commitment” on Schedule 2.01 attached hereto on the Amendment No. 1 Effective Date (as to each Replacement Revolving Lender, a “ Replacement Revolving Commitment ”) and (ii) if applicable, a replacement commitment for all or a portion of the existing L/C Commitments in the amount set forth opposite its name under the heading “Replacement L/C Commitment” on Schedule 2.01 attached hereto on the Amendment No. 1 Effective Date (as to each Replacement Revolving Lender holding such a replacement commitment, a “ Replacement L/C Commitment ”);

WHEREAS , contemporaneously with the effectiveness of the Tranche B-1 Term Commitments on the Amendment No. 1 Effective Date, the Borrower wishes to (a) make certain amendments to the Existing Credit Agreement to provide for the incurrence of the Tranche B-1 Term Loans and (b) make certain other modifications to the Existing Credit Agreement set forth herein; and

WHEREAS , this Amendment constitutes a Refinancing Amendment, and the Borrower is hereby notifying the Administrative Agent that it is requesting the establishment of Other Term Loans and Other Revolving Commitments pursuant to Section 2.15 of the Existing Credit Agreement.

NOW, THEREFORE , in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Existing Credit Agreement Amendments . Effective as of the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended as follows:

(a)

The Existing Credit Agreement is amended and supplemented by attaching thereto Schedule 2.01 hereto, which sets forth the Tranche B-1 Term Commitments of each of the Tranche B-1 Term Lenders and the Replacement Revolving Commitments and, as applicable, Replacement L/C Commitments of each Replacement Revolving Lender.

(b)

The Existing Credit Agreement is further amended and supplemented by (i) attaching thereto Exhibit D-1 hereto, which replaces in its entirety Exhibit D-1 to the Existing Credit Agreement and (ii) attaching thereto Exhibit D-2 hereto, which replaces in its entirety Exhibit D-2 to the Existing Credit Agreement.

(c)

Global Amendments to Certain Defined Terms . Each reference to “Closing Date Term Loans” contained in the definition of “First Lien Obligations” set forth in Section 1.01 of the Existing Credit Agreement, the definition of “Permitted Incremental Equivalent Debt” set forth in Section 1.01 of the Existing Credit Agreement, the definition of “Permitted Liens” set forth in Section 1.01 of the Existing Credit Agreement, the definition of “Repricing Transaction” set forth in Section 1.01 of the Existing Credit Agreement and Sections 2.14(5), 2.18, 6.14 and 7.02 of the Existing Credit Agreement is replaced with a reference to “Tranche B-1 Term Loan”. Each reference to “Closing Date Revolving Facility” contained in Section 2.14(5) of the Existing Credit Agreement is replaced with a reference to “Amendment No. 1 Effective Date Revolving Facility”.

(d)

Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following new defined terms in their correct alphabetical order:

“ Amendment No. 1 ” means Amendment No. 1 to Credit Agreement, dated as of March 29, 2018, among the Borrower, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent and the Lenders party thereto.

“ Amendment No. 1 Effective Date ” means March 29, 2018.

“ Amendment No. 1 Effective Date Revolving Facility ” means the Revolving Facility made available by the Revolving Lenders as of the Amendment No. 1 Effective Date and all commitments thereunder.

“ Debt Fund Affiliate ” means any Affiliate of the Borrower (other than (a) the Borrower or any Subsidiary or (b) any natural person) that is a bona fide diversified debt fund either (i) with information barriers in place restricting the sharing of investment-related and other information between it, on the one hand, and the Loan Parties and their other Affiliates, on the other hand, or (ii) whose managers have fiduciary duties to the investors of such fund independent of their fiduciary duties to the investors in the Loan Parties and their other Affiliates; provided that the Loan Parties and their other Affiliates do not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of any such fund.

“ Tranche B-1 Term Commitments ” has the meaning assigned to such term in Amendment No. 1.

“ Tranche B-1 Term Facility ” means the Tranche B-1 Term Commitments and the Tranche B-1 Term Loans made hereunder.

“ Tranche B-1 Term Facility Maturity Date ” means the seventh anniversary of the Amendment No. 1 Effective Date.

“ Tranche B-1 Term Loan Borrowing ” means any Borrowing comprised of Tranche B-1 Term Loans.

“ Tranche B-1 Term Lender ” means a Lender with a Tranche B-1 Term Commitment or an outstanding Tranche B-1 Term Loan.

“ Tranche B-1 Term Loans ” has the meaning assigned to such term in Amendment No. 1.

(e)

The definition of “Affiliated Lender” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

““ Affiliated Lender ” means, at any time, any Lender that is an Affiliate of the Borrower (other than (a) the Borrower or any Subsidiary, (b) any Debt Fund Affiliate or (c) any natural person) at such time.”.

(f)

The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

““ Applicable Rate ” means a percentage per annum equal to:

(a) with respect to Tranche B-1 Term Loans, (i) 3.25% for Eurodollar Rate Loans and (ii) 2.25% for Base Rate Loans.

(b) with respect to Revolving Loans and unused Revolving Commitments under the Revolving Facility and Letter of Credit fees, (i) until delivery of financial statements for the first fiscal quarter ending after the Amendment No. 1 Effective Date pursuant to Section 6.01 , (A) 3.00% for Eurodollar Rate Loans and Letter of Credit fees, (B) 2.00% for Base Rate Loans and (C) 0.375% for the Commitment Fee Rate for unused Revolving Commitments and (ii) thereafter, the following percentages per annum , based upon the First Lien Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1) :

Pricing Level	First Lien Net Leverage Ratio	Eurodollar Rate and Letter of Credit Fees	Base Rate	Commitment Fee Rate
1	> 1.50 to 1.00	3.25%	2.25%	0.500%
2	< 1.50 to 1.00	3.00%	2.00%	0.375%

(g)

The definition of “Class” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by (i) adding a reference to “, Tranche B-1 Term Commitments” immediately following the reference to “Closing Date Term Loan Commitments” contained in clause (b) thereof, (ii) adding a reference to “, Revolving Commitments under the Amendment No. 1 Effective Date Revolving Facility” immediately following the reference to “Revolving Commitments” contained in clause (b) thereof, (iii) adding a reference to “, Tranche B-1 Term Loans” immediately following the reference to “Closing Date Term Loans” contained in clause (c) thereof, and (iv) adding a reference to “, Revolving Loans under the Amendment No. 1 Effective Date Revolving Facility” immediately following the reference to “Revolving Loans under the Closing Date Revolving Facility” contained in clause (c) thereof.

(h)

The definition of “Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding a reference to “, Tranche B-1 Term Commitment, Revolving Commitments under the Amendment No. 1 Effective Date Revolving Facility” immediately following the reference to “Closing Date Term Loan Commitment” contained therein.

(i)

The definition of “Eurodollar Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by replacing the second proviso thereof in its entirety with “ provided , further , that in no such event shall the Eurodollar Rate be less than 0.00%.”.

(j)

The definition of “Existing Stockholders” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

““ Existing Stockholders ” means (a) David Zalik, together with his Immediate Family Members; (b) Financial Technology Investors, LLC and its Controlled Investment Affiliates; (c) Founders Technology Investors, LLC and its Controlled Investment Affiliates; (d) GS Investment Holdings, LLC and its Controlled Investment Affiliates; (e) TPG Georgia Holdings, L.P. and its Controlled Investment Affiliates; (f) Robert Sheft, together with his Family Group; (g) QED Fund II, LLC and its Controlled Investment Affiliates; (h) Pacific Investment Management Company, LLC and its Controlled Investment Affiliates; and (i) additional private equity investors that (x) purchase Equity Interests of the Borrower on or within 180 days of the Amendment No. 1 Effective Date and (y) make equity investments in unaffiliated business generally.”.

(k)

The definition of “Facilities” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding a reference to “, Tranche B-1 Term Facility” immediately following the reference to “Closing Date Term Loans” contained therein.

(l)

The definition of “Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by (x) replacing clause (i) thereof in its entirety with “(i) with respect to the Tranche B-1 Term Loans that have not been extended pursuant to Section 2.16 , the Tranche B-1 Term Facility Maturity Date” and (y) replacing clause (ii) thereof in its entirety with “(ii) with respect to the Amendment No. 1 Effective Date Revolving Facility, to the extent not extended pursuant to Section 2.16 , the fifth anniversary of the Amendment No. 1 Effective Date”.

(m)

The definition of “Permitted Investment” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by (i) replacing the reference to “$15,000,000” contained in clause (1) thereof with a reference to “$25,000,000”, (ii) replacing the reference to “10%” contained in clause (1) thereof with a reference to “15%”, (iii) replacing the reference to “$15,000,000” contained in clause (3) thereof with a reference to “$25,000,000” and (iv) replacing the reference to “10%” contained in clause (3) thereof with a reference to “15%”.

(n)

The definition of “Permitted Liens” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by replacing the reference to “Original Term Loan Maturity Date” contained in clause (38) thereof with a reference to “Tranche B-1 Term Facility Maturity Date”.

(o)

The definition of “Term Loan” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding a reference to “, Tranche B-1 Term Loan” immediately following the reference to “Closing Date Term Loan” contained therein.

(p)

The definitions of “Original Term Loan Maturity Date” and “Original Revolving Facility Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement are hereby deleted in their entirety.

(q)

Section 2.01 of the Existing Credit Agreement is hereby amended by adding the following new clause (3) at the end thereof:

“(3) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Tranche B-1 Term Lender with a Tranche B-1 Term Commitment severally agrees to make on the Amendment No. 1 Effective Date, a Tranche B-1 Term Loan to the Borrower denominated in Dollars in a principal amount equal to such Tranche B-1 Term Lender’s Tranche B-1 Term Commitment on the Amendment No. 1 Effective Date. The Borrower may make only one borrowing under the Tranche B-1 Term Commitments, which shall be on the Amendment No. 1 Effective Date. Tranche B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Amounts borrowed under this Section 2.01(3) and repaid or prepaid may not be reborrowed.”.

(r)

Section 2.06(2) of the Existing Credit Agreement is hereby amended by adding the following sentences at the end thereof: “The Tranche B-1 Term Loan Commitment of each Term Lender on the Amendment No. 1 Effective Date shall be automatically and permanently reduced to $0 upon the making of such Lender’s Tranche B-1 Term Loans to the Borrower pursuant to Section 2.01(3). As of the Amendment No. 1 Effective Date, the Closing Date Revolving Commitments and the L/C Commitments thereunder shall be automatically and permanently reduced to $0.”.

(s)

Section 2.07(1) of the Existing Credit Agreement is hereby amended by (i) replacing the reference to “commencing with the last Business Day of December, 2017” contained therein with a reference to “commencing on the last Business Day of June, 2018”, (ii) replacing the reference to “0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date” contained therein with a reference to “0.25% of the aggregate principal amount of all Tranche B-1 Term Loans outstanding on the Amendment No. 1 Effective Date”, (iii) replacing each reference to “Closing Date Term Loans” contained therein with a reference to “Tranche B-1 Term Loans” and (iv) replacing each reference to “Original Term Loan Maturity Date” contained therein with a reference to “Tranche B-1 Term Facility Maturity Date”.

(t)

Section 2.09(1) of the Existing Credit Agreement is hereby amended by replacing the reference to “(and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date)” contained therein with a reference to “(and for the avoidance of doubt, the commitment fee on the Revolving Commitments under the Amendment No. 1 Effective Date Revolving Facility shall accrue from the Amendment No. 1 Effective Date)”.

(u)

Section 2.14(4)(c)(A) of the Existing Credit Agreement is hereby amended by replacing the reference to “$150,000,000” contained therein with a reference to “$200,000,000”.

(v)

Section 2.14 of the Existing Credit Agreement is hereby amended by adding the following new sentence at the end thereof:

“Any portion of any Incremental Term Loan or Incremental Revolving Loan incurred under clause (A) of the Available Incremental Amount (but not clause (C) of the Available Incremental Amount) may be reclassified at any time, as the Borrower may elect from time to time, as incurred under clause (B) of the Available Incremental Amount if the Borrower meets the applicable leverage ratio under clause (B) of the Available Incremental Amount at the time of such redesignation calculated on a pro

forma basis (in the case of any such Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the applicable leverage ratio without netting the cash proceeds from such Incremental Loans then proposed to be redesignated).”.

(w)

Section 2.14(5)(c) of the Existing Credit Agreement is hereby amended by adding a reference to “in the form of syndicated term loans within twelve (12) months of the Amendment No. 1 Effective Date” immediately following the reference to “made under the Incremental Term Commitments” in the first proviso thereof.

(x)

Section 2.18 of the Existing Credit Agreement is hereby amended by replacing the reference to “the six month anniversary of the Closing Date” contained therein with a reference to “the six month anniversary of the Amendment No. 1 Effective Date”.

(y)

Section 3.03 of the Existing Credit Agreement is hereby amended by adding the following new paragraph to the end thereof:

“If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (2) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (2) above have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01 , such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Facility Lenders of each Class stating that such Required Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Committed Loan Notice requesting the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Rate Loan shall be ineffective, and (y) if any Committed Loan Notice requests a Revolving Borrowing that would be a Eurodollar Rate Loan, such Borrowing shall be made as a Base Rate Loan.”.

(z)

Section 7.02(a) of the Existing Credit Agreement is hereby amended by replacing the reference to “Original Term Loan Maturity Date” contained in clause (x) of the second proviso thereto with a reference to “Tranche B-1 Term Facility Maturity Date”.

(aa)

Section 7.02(b) of the Existing Credit Agreement is hereby amended by replacing the reference to “Original Term Loan Maturity Date” contained in clause (14) thereof with a reference to “Tranche B-1 Term Facility Maturity Date”.

(bb)

Section 7.05(b)(10) of the Existing Credit Agreement is hereby amended by replacing the reference to “$15,000,000” contained therein with a reference to “the greater of $25,000,000 and 15% of the Consolidated EBITDA”.

(cc)

Section 7.05(b)(17) of the Existing Credit Agreement is hereby amended by (i) replacing the reference to “1.50 to 1.00” in clause (a) thereof with a reference to “2.00 to 1.00” and (ii) replacing the reference to “1.75 to 1.00” in clause (b) thereof with a reference to “2.00 to 1.00”.

(dd)

Section 8.04(3) of the Existing Credit Agreement is hereby amended by replacing the proviso thereof in its entirety with “ provided that, so long as the Amendment No. 1 Effective Date Revolving Facility is no longer outstanding, there may be an additional fiscal quarter after the fifth anniversary of the Amendment No. 1 Effective Date in which the cure rights set forth in this Section 8.04 are exercised during the term of any Revolving Commitments.”.

(ee)

Section 10.07(a) of the Existing Credit Agreement is hereby amended by: (i) replacing the reference to “or (B)” therein with a reference to “, (B)” and (ii) adding the following new clause (C) immediately following clause (B) thereof:

“(C) in the case of an Eligible Assignee that immediately prior to giving effect to such assignment, is a Debt Fund Affiliate, in accordance with the provisions of Section 10.07(k) ,”.

(ff)

Section 10.07(b) of the Existing Credit Agreement is hereby amended by

(i)

replacing the reference to “$1,000,000” contained in clause (i)(B) thereof with a reference to “$500,000”; and

(ii)

replacing the last sentence thereof in its entirety with the following:

“EACH LENDER HEREBY ACKNOWLEDGES THAT THE BORROWER OR ANY OF ITS SUBSIDIARIES, ANY AFFILIATED LENDER AND ANY DEBT FUND AFFILIATE MAY FROM TIME TO TIME PURCHASE OR TAKE ASSIGNMENT OF TERM LOANS HEREUNDER IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS AGREEMENT, INCLUDING PURSUANT TO SECTION 2.05 AND THIS SECTION 10.07 (INCLUDING THROUGH OPEN MARKET PURCHASES).”.

(gg)

The last sentence of Section 10.07(c) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender or a Debt Fund Affiliate, nor shall the Administrative Agent be obligated to monitor the aggregate amount of the Term Loans or Incremental Term Loans held by Affiliated Lenders or Debt Fund Affiliates.”

(hh)

Section 10.07(k) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“(k) Although any Debt Fund Affiliate(s) shall be Eligible Assignees and shall not be subject to the provisions of Section 10.07(h) , (i) or (j) , any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans (but not any Revolving Commitments or Revolving Loans) under this Agreement to a Person who is a Debt Fund Affiliate only through (x) Dutch auctions or other offers to purchase or take by assignment open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(1)(e) (for the avoidance of doubt, without requiring any representation as to the possession of material non-public information by such Affiliate) or (y) open market purchase on a non-pro rata basis. Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders or the Required Facility Lenders for any relevant Facility, have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans and unused Term Commitments held by Debt Fund Affiliates, in the aggregate, may not account for more than 49.9% of (x) all the Term Loans and unused Term Commitments of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.01 or (y) all the Term Loans and unused Term Commitments under any Facility of consenting Lenders under such Facility included in determining whether the Required Facility Lenders for such Facility have consented to any action pursuant to Section 10.01 .

Each Debt Fund Affiliate agrees to notify the Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it becomes an Debt Fund Affiliate. The Administrative Agent may conclusively rely upon any notice delivered pursuant to the immediately preceding sentence and shall not have any liability for any losses suffered by any Person as a result of any purported assignment to or from a Debt Fund Affiliate.”.

Consent . Effective on, and subject to the occurrence of, the Amendment No. 1 Effective Date and notwithstanding any provision of the Existing Credit Agreement or any other Loan Document to the contrary (but subject to the other terms and conditions hereof), the Lenders hereby agree that (a) the Borrower shall be permitted to incur the full amount of the Tranche B-1 Term Loans, including the portion thereof representing the Term Loan Upsizing (it being understood and agreed that Section 2.15 of the Existing Credit Agreement is hereby deemed modified solely to the extent necessary to permit such incurrence of the Term Loan Upsizing on the Amendment No. 1 Effective Date) and (b) the Borrower shall be permitted to make the Special Distribution (as defined below) without utilization of any capacity otherwise available to it pursuant to Section 7.05 of the Credit Agreement on the Amendment No. 1 Effective Date.

Tranche B-1 Term Loans . Subject to the terms and conditions set forth herein, each Tranche B-1 Term Lender severally agrees to make Tranche B-1 Term Loans to the Borrower in a single borrowing in Dollars on the Amendment No. 1 Effective Date. The Tranche B-1 Term Loans

shall be subject to the following terms and conditions:

(a)

Terms Generally . On and after the Amendment No. 1 Effective Date, other than as set forth herein, (i) for all purposes under the Credit Agreement and the other Loan Documents, the Tranche B-1 Term Loans shall constitute “Term Loans” and shall have the same terms as the Existing Term Loans under the Existing Credit Agreement and shall be treated for purposes of voluntary and mandatory prepayments (including for scheduled principal payments) and all other terms as Existing Term Loans under the Existing Credit Agreement, and (ii) each Tranche B-1 Term Lender shall be deemed, and shall have all rights of, a “Term Lender” under the Credit Agreement and the other applicable Loan Documents.

(b)

Credit Agreement Governs . Except as set forth in this Amendment, the Tranche B-1 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

(c)

Initial Use of Proceeds . The proceeds of the Tranche B-1 Term Loans made on the Amendment No. 1 Effective Date shall be applied first on the Amendment No. 1 Effective Date to prepay in full in cash the Existing Term Loans and any accrued and unpaid interest thereon and thereafter shall be used in the manner set forth in Section 7(a) of this Amendment.

Replacement Revolving Commitments . The Replacement Revolving Commitments, the Revolving Loans made thereunder, the Replacement L/C Commitments and the L/C Obligations thereunder shall be subject to the following terms and conditions, as applicable:

(a)

Terms Generally . On and after the Amendment No. 1 Effective Date, (i) each of the Replacement Revolving Commitments provided pursuant to this Amendment shall thereupon constitute a “Revolving Commitment” under the Credit Agreement and shall be subject to all of the terms and conditions set forth in the Credit Agreement with respect to “Revolving Commitments”, (ii) revolving loans incurred pursuant to the Replacement Revolving Commitments shall constitute “Revolving Loans” for all purposes of the Credit Agreement and the other applicable Loan Documents, (iii) each Replacement Revolving Lender shall be deemed, and shall have all rights of, a “Revolving Lender” under the Credit Agreement and the other applicable Loan Documents, (iv) each of the Replacement L/C Commitments provided pursuant to this Amendment shall thereupon constitute an “L/C Commitment” under the Credit Agreement and shall be subject to all of the terms and conditions set forth in the Credit Agreement with respect to “L/C Commitments”, (v) each Replacement Revolving Lender holding a Replacement L/C Commitment as of the Amendment No. 1 Effective Date shall be deemed an “Issuing Bank” under the Credit Agreement and the other applicable Loan Documents and (vi) letters of credit issued pursuant to the Replacement L/C Commitments shall constitute “Letters of Credit” for all purposes of the Credit Agreement and the other applicable Loan Documents.

(b)

Credit Agreement Governs . Except as set forth in this Amendment, the Replacement Revolving Commitments, the Revolving Loans made thereunder, the Replacement L/C Commitments and the L/C Obligations thereunder shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

(c)

Refinancing Mechanics . On the Amendment No. 1 Effective Date, the Borrower shall

(x) repay in full in cash the existing Revolving Loans (if any) under the Closing Date Revolving Facility (collectively, the “ Existing Revolving Loans ”) to the Administrative Agent for distribution to the Existing Revolving Lenders under the Credit Agreement, and (y) pay in cash to the Administrative Agent for distribution to the Existing Revolving Lenders under the Credit Agreement, all fees and interest accrued pursuant to Section 2.08 and Section 2.09(1) of the Credit Agreement but unpaid with regards to the Closing Date Revolving Facility through the Amendment No. 1 Effective Date. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Replacement Revolving Lender hereby waives any rights or claims it may have to compensation pursuant to Section 3.05 of the Credit Agreement in respect of its Existing Revolving Loans repaid with the proceeds of Revolving Loans made under the Replacement Revolving Commitments (such Revolving Loans, the “ Replacement Revolving Loans ”).

Effective Date Conditions . This Amendment will become effective on the first Business Day (the “ Amendment No. 1 Effective Date ”) on which each of the following conditions have been satisfied (or waived by the lead arranger and bookrunner noted on the cover page hereof (the “ Lead Arranger ”)) in accordance with the terms therein:

(a)

the Administrative Agent (or its counsel) shall have received from each of the Borrower, the other Loan Parties party hereto, the Tranche B-1 Term Lenders and the Replacement Revolving Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment;

(b)

the Administrative Agent shall have received a certificate of each Loan Party party hereto dated as of the Amendment No. 1 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the Organizational Documents of each Loan Party party hereto either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of each Loan Party party hereto;

(c)

the Administrative Agent shall have received all fees, expenses and other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be due on or prior to the Amendment No. 1 Effective Date (in the case of expenses, to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower));

(d)

the representations and warranties in Section 6 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided , further , that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(e)

no Default shall exist on the Amendment No. 1 Effective Date or would result from the effectiveness of the Replacement Revolving Commitments or the incurrence of the Tranche B-1 Term Loans and the Replacement Revolving Loans or the application of proceeds therefrom;

(f)

the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date certifying as to the matters set forth in clauses (d) and (e) above;

(g)

the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date in substantially the form of Exhibit I to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; and

(h)

the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Collateral Agent, the Tranche B-1 Term Loan Lenders and the Replacement Revolving Lenders and dated as of the Amendment No. 1 Effective Date) from (i) Paul Hastings LLP, counsel to the Loan Parties and (ii) Troutman Sanders LLP, Georgia counsel to the Loan Parties.

Representations and Warranties . On the Amendment No. 1 Effective Date, each Loan Party hereby represents and warrants that:

(a)

each Loan Party that is party hereto has all corporate or other organizational power and authority to execute, deliver and perform its obligations under this Amendment;

(b)

the execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and this Amendment has been duly executed and delivered by each Loan Party that is party hereto;

(c)

none of the execution, delivery and performance by each Loan Party that is party hereto of this Amendment will: (i) contravene the terms of any such Person’s Organizational Documents; (ii) result in any breach or contravention of, or the creation of any Lien upon the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.01 of the Credit Agreement) under (x) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Restricted Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject or (iii) violate any applicable Law, except with respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding clauses (ii) and (iii), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(d)

no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, except for: (i) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e)

this Amendment constitutes a legal, valid and binding obligation of each Loan Party that is party hereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing; and

(f)

both immediately before and immediately after giving effect to the Amendment No. 1 Effective Date, the effectiveness of the Replacement Revolving Commitments and the incurrence of the Tranche B-1 Term Loans and the Replacement Revolving Loans, (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided , further , that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (ii) no Default exists or will result from the consummation of this Amendment and the transactions contemplated hereby.

Use of Proceeds . (a) The proceeds of the Tranche B-1 Term Loans shall be applied (i) to prepay in full in cash the aggregate principal amount of Existing Term Loans outstanding on the Amendment No. 1 Effective Date and accrued and unpaid interest thereon in accordance with the terms hereof and (ii) with respect to the portion thereof constituting the Term Loan Upsizing, to (x) fund fees and expenses related to the incurrence of the Tranche B-1 Term Loans, the Replacement Revolving Loans, this Amendment and the other transactions contemplated hereby and (y) fund a one-time special distribution (the “ Special Distribution ”) to the equity holders of the Borrower in an aggregate amount of $50,000,000 and (b) the proceeds of the Replacement Revolving Loans (if any) made on the date hereof shall be applied to prepay in full the aggregate principal amount of the Existing Revolving Loans (if any) outstanding on the Amendment No. 1 Effective Date in accordance with the terms hereof.

Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and the other Loan Documents .

(a)

Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force.

(b)

Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

(c)

On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

Recordation of the New Loans . Upon execution and delivery hereof, the Administrative Agent will record the Tranche B-1 Term Loans made by each Tranche B-1 Term Lender in the Register.

10.

Amendment, Modification and Waiver . This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.

11.

Entire Agreement . This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agents and the Lead Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Nothing in this Amendment or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Amendment or the other Loan Documents. This Amendment shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid on or prior to the Amendment No. 1 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

12.

GOVERNING LAW . THIS AMENDMENT SHALL BE governed by, AND CONSTRUED IN ACCORDANCE WITH, the law of the State of New York .

13.

Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.

Counterparts . This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment.

15.

WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

16.

Loan Document . On and after the Amendment No. 1 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF , each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

	GREENSKY HOLDINGS, LLC

	By:	/s/ Steven Fox
		Name: Steven Fox
		Title: Executive Vice President, Chief Legal Officer and Secretary

	GREENSKY, LLC

	By:	/s/ Steven Fox
		Name: Steven Fox
		Title: Secretary, Executive Vice President and Chief Legal Officer

	GREENSKY OPERATIONS, LLC

	By:	/s/ Steven Fox
		Name: Steven Fox
		Title: Secretary

	GREENSKY SERVICING, LLC

	By:	/s/ Robert Partlow
		Name: Robert Partlow
		Title: Vice President

	GREENSKY PATIENT SOLUTIONS, LLC

	By:	/s/ Steven Fox
		Name: Steven Fox
		Title: Secretary

	GREENSKY MANAGEMENT COMPANY, LLC

	By:	/s/ Steven Fox
		Name: Steven Fox
		Title: Secretary

[ Signature Page to Amendment No. 1 to Credit Agreement ]

	JPMORGAN CHASE BANK, N.A. , as Administrative Agent, Collateral Agent, a Tranche B-1 Term Lender and a Replacement Revolving Lender

	By:	/s/ William R. Doolittle
		Name: William R. Doolittle
		Title: Executive Director

[ Signature Page to Amendment No. 1 to Credit Agreement ]

	GOLDMAN SACHS BANK USA , as a Replacement Revolving Lender

	By:	/s/ Rebecca Kratz
		Name: Rebecca Kratz
		Title: Authorized Signatory

[ Signature Page to Amendment No. 1 to Credit Agreement ]

	FIFTH THIRD BANK , as a Replacement Revolving Lender

	By:	/s/ Ryan Dixon
		Name: Ryan Dixon
		Title: Vice President

[ Signature Page to Amendment No. 1 to Credit Agreement ]

This AMENDMENT, dated as of April 27, 2018 (this “ Amendment ”), is entered into among GREENSKY HOLDINGS, LLC, a Georgia limited liability company (the “ Borrower ”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”) under the Credit Agreement referred to below and as collateral agent (in such capacity, including any successor thereto, the “ Collateral Agent ”) under the Loan Documents, and each Lender (as defined in the Credit Agreement referred to below) party hereto.

Reference is hereby made to (i) that certain Credit Agreement, dated as of August 25, 2017 (as amended, supplemented or otherwise modified from time to time (including by Amendment No. 1 referred to below), the “ Credit Agreement ”), among the Borrower, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent and (ii) that certain Amendment No. 1 to Credit Agreement, dated as of March 29, 2018 (“ Amendment No. 1 ”), among the Borrower, the Administrative Agent, and the other persons party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 1.

Section 7 of Amendment No. 1 provides that the proceeds of the Tranche B-1 Term Loans constituting the Term Loan Upsizing shall be used to fund (i) fees and expenses related to the incurrence of the Tranche B-1 Term Loans, the Replacement Revolving Loans, Amendment No. 1 and the other transactions contemplated thereby and (ii) the Special Distribution described therein.

Clause (a)(ii) of Section 7 of Amendment No. 1 is hereby modified by (1) replacing the reference to “and” immediately preceding subclause (y) thereof with a reference to “,” and (2) adding the following new subclause (z) at the end thereof:

“and/or (z) fund other general corporate purposes.”.

This Amendment shall become effective (with retroactive effect to the Amendment No. 1 Effective Date) when the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, the Borrower and the Required Lenders (such date, the “ Amendment Effective Date ”).

It is understood and agreed that each reference to Amendment No. 1 in the Credit Agreement or any other Loan Document shall mean Amendment No. 1 as further specifically amended by this Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall constitute a Loan Document. The Borrower, for itself and on behalf of each of the Guarantors, hereby ratifies and reaffirms, as of the Amendment Effective Date, after giving effect to this Amendment, all of the Loan Parties’ respective obligations under the Credit Agreement and the other Loan Documents.

This Amendment shall be governed by, and shall be construed in accordance with, the law of the State of New York.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall constitute one and the same document. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic transmission (including in .pdf format) shall be equally effective as delivery of a manually executed counterpart.

[SIGNATURE PAGES FOLLOW]

Kindly indicate your acceptance of the foregoing by executing this Amendment in the space provided below, whereupon this Amendment shall become an agreement among us, to be governed by and construed in accordance with the law of the State of New York.

	Sincerely,

	GREENSKY HOLDINGS, LLC

	By:	/s/ Robert Partlow
		Name: Robert Partlow
		Title: CFO

[ Signature Page to Amendment ]

[ Executed Lender Signature Pages on File
with the Administrative Agent]

	Name of Lender:


	By
		Name:
		Title:

	For any Lender requiring a second signature line:

	By
		Name:
		Title:

[ Signature Page to Amendment ]

Exhibit 10.9

CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Second Amended and Restated Loan Origination Agreement

Dated as of December 31, 2016

by and between

GreenSky, LLC

and

SunTrust Bank

Second Amended and Restated Loan Origination Agreement

This Second Amended and Restated Loan Origination Agreement dated as of December 31, 2016 (the “Effective Date” ), by and between GreenSky, LLC , a Georgia limited liability company and formerly known as GreenSky Trade Credit, LLC ( “Servicer” ), and SunTrust Bank , a Georgia banking corporation ( “Lender” ). As used herein, “Party” means Servicer or Lender, as applicable, and “Parties” means both Servicer and Lender.

W I T N E S S E T H:

Whereas , Servicer is in the business of providing certain services and a technology platform to lenders in connection with lenders originating consumer loans, primarily through a network of Program Merchants and Sponsors (as defined herein) (the “ GreenSky ^® Program ”);

Whereas , the GreenSky ^® Program is administered by Servicer on behalf of and as agent for federally-insured, federal and state chartered lenders participating in the GreenSky ^® Program;

Whereas , Lender currently participates in the GreenSky ^® Program by extending such loans directly to the customers of the Program Merchants and Sponsors on the terms provided in an Amended and Restated Loan Origination Agreement dated January 22, 2013 between the Parties, as previously amended from time-to-time (the “First Amended and Restated Origination Agreement” ), and such loans are serviced by Servicer pursuant to an Amended and Restated Servicing Agreement dated January 22, 2013 between the Parties, as previously amended from time-to-time (the “First Amended and Restated Servicing Agreement” );

Whereas , the Parties desire and acknowledge that this Origination Agreement amends and restates the First Amended and Restated Origination Agreement, that Lender shall continue to participate in the GreenSky ^® Program by making Loans to eligible customers of Program Merchants and Sponsors on the terms provided for herein and that all Loans (as hereinafter defined) made under and pursuant to the First Amended and Restated Origination Agreement shall be governed by and subject to this Origination Agreement; and

Whereas , contemporaneous herewith, Servicer and Lender are entering into a Second Amended and Restated Servicing Agreement of even date herewith (as hereinafter amended, the “Servicing Agreement” ), which amends and restates the First Amended and Restated Servicing Agreement, and the Parties desire and acknowledge that all Loans made under and pursuant to the First Amended and Restated Origination Agreement or this Origination Agreement shall be governed by and subject to the Servicing Agreement.

Now, Therefore , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between Servicer and Lender as follows:

Article I

Definitions

Section 1.01. Definitions . All capitalized terms used herein or in any certificate or document, or in any other Origination Paper made or delivered pursuant hereto, have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person, but, for the avoidance of doubt, shall not include any institutional investors in Servicer including, without limitation, any bank or other financial institutions. For the purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Anti-Money Laundering Laws” has the meaning given to such term in Section 4.01(f) .

“Applicable Laws” means collectively, any and all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority now in effect or hereinafter enacted or adopted, as amended from time to time, in any jurisdiction, insofar as they are applicable to the Loans, the obligations and performance of each of the Parties hereunder or under the Servicing Agreement; and any and all other matters relating to the subject matter of this Origination Agreement and the Servicing Agreement, including without limitation: the Bank Service Company Act, the Consumer Financial Protection Act, the Gramm-Leach-Bliley Act (15 U.S.C. 6801-6809 for NPPI and 16 CFR Part 313 for privacy); the Interagency Guidelines Establishing Information Security Standards and the Interagency Guidelines Establishing Standards for Safeguarding Customer Information published by the Governmental Authorities regulating U.S. financial institutions; the Anti-Money Laundering Laws; state, federal and local licensing, usury, disclosure and consumer protection laws, rules and/or regulations; the federal Truth-in-Lending Act; the Equal Credit Opportunity Act; the Electronic Funds Transfer Act; the Fair Credit Reporting Act; the Fair and Accurate Credit Transactions Act of 2003 (15 U.S.C. § 1681 et seq.); Regulations B, E, P, V and Z of the Consumer Financial Protection Bureau and all regulations promulgated thereunder; Regulation O (12 CFR Part 215); the Fair Debt Collection Practices Act; the Servicemembers Civil Relief Act; the Military Lending Act; the USA PATRIOT Act; the Federal Trade Commission Act (including Section 5 thereof and the FTC Credit Practices Rule); the Dodd-Frank Act (including 12 U.S.C. 1036); the Telephone Consumer Protection Act; the CAN-SPAM Act (15 U.S.C. 7701 et seq.); E-SIGN; UETA and electronic disclosures and contracting laws; Right to Financial Privacy Act; the applicable state consumer legal remedies act and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code; and other consumer credit laws, collection laws and equal credit opportunity and disclosure laws; Executive Order 11246, including, without

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limitation, 41 CFR § 60-1.4(a); Sections 501, 503, 504 and 505 of the Rehabilitation Act of 1973; 38 U.S.C. 4212 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, including, without limitation, 41 CFR § 60-250.5 and 41 CFR 60-300.5; Executive Order 13201, the Occupational Safety and Health Act of 1970; the Immigration Reform and Control Act of 1986; the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Equal Pay Act of 1963; the Fair Labor Standards Act; the Family and Medical Leave Act of 1993; Title IX of the Education Amendments of 1972; and all judgments, requests, directives, demands, or similar orders of any Governmental Authority having authority, oversight jurisdiction or similar power over either of the Parties; as to Servicer that may receive at least $5,000,000 under this Origination Agreement, Federal Acquisition Regulations ( “FARs” ) 3.10, 52.203-13, 52.203-14, and related rules (including the requirements thereunder to maintain a written code of business ethics and conduct, provide a copy of such code to each employee engaged in performance of this Origination Agreement, display fraud hotline posters, and implement an ongoing business ethics and business conduct awareness program and internal control system consistent with the requirements of the FAR, and include the requirements set forth in this Section into subcontracts as provided in FAR 52.203- 13(d) and 52.203 14(d)); and the employment eligibility verification requirements of 48 CFR § 52.222-54 (E-Verify), the terms of which are incorporated herein by reference.

“Approved Product Offering” means a loan product described on Schedule C, or such other loan product as shall have been proposed by either Party in writing to the other Party and, which shall have been approved by the non-proposing Party in writing; provided , the non-proposing party shall be deemed to have disapproved such loan product as an Approved Loan Product if the non-proposing party fails to respond in writing within 15 Business Days of the other Party’s proposal.

“Assets” of a Person means all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.

“Bank Margin” has the meaning given to such term in the Servicing Agreement.

“Borrower” means, with respect to any Loan, the Person obligated to make payments with respect to such Loan.

“Borrower Loan Documents” means all regulatory notices and disclosures to consumers and Borrowers and all consumer-facing documents and communications, including, without limitation, the loan agreement, the loan application, and the electronic versions of the above-referenced documents, where applicable.

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“Business Day” means a day that Lender is open for business in Atlanta, Georgia but excluding Saturdays, Sundays and legal holidays.

“[*****].

“Commitment Amount” has the meaning set forth in Section 2.01(a)(ii) .

“Compliance Conditions” shall be deemed to refer to and include all of the requirements and conditions set forth on Schedule A, which is attached hereto and hereby incorporated herein by specific reference thereto.

“Confidential Business Information” has the meaning set forth in Section 8.02(c) .

“Contract ” means any written agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, Assets or business.

“Deferred Interest Loan” has the meaning given to such term in the Servicing Agreement.

“Disclosing Party” has the meaning set forth in Section 8.02(e) .

“Economic Participation” has the meaning set forth in the Servicing Agreement.

“Effective Date” has the meaning set forth in the Recitals.

“First Amended and Restated Origination Agreement” has the meaning set forth in the Recitals.

“First Amended and Restated Servicing Agreement” has the meaning set forth in the Recitals.

“Fraudulent Activity” means fraud, dishonesty, or wrongful acts or omissions by Servicer or Persons to whom Servicer subcontracted any of its obligations hereunder in connection with the activities contemplated by this Origination Agreement.

“Funding Clearing Account” means a custodial account established and maintained by Servicer at Wells Fargo Bank, or such other bank selected by Servicer and reasonably acceptable to Lender, for the benefit of the lenders in the GreenSky® Program, in order to hold lender funds as a source to fund loans through the GreenSky® Program.

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“Governmental Authority” means any federal, state or local governmental or regulatory authority, agency, court, tribunal, commission or other regulatory or governmental entity with jurisdiction over either Party or the activities of either Party.

“GreenSky” means GreenSky, LLC.

“Lender” has the meaning set forth in the Recitals.

“Lender Indemnitee” has the meaning set forth in Section 3.01(a) .

“Liability” means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.

“Lien” means any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

“Loan Files” means, with respect to each Borrower, such Borrower’s Borrower Loan Documents, consent to electronic signatures, if applicable, credit pull consent, if applicable, loan history, payment records, servicing data, and EFT authorization, if applicable.

“Loans” means loans originated by Lender pursuant to this Origination Agreement and other loans acquired by Lender where Lender and Servicer agree that they shall be treated as Loans.

“Marketing Materials” means the materials used or to be used in connection with the originating or servicing of the Loans.

“[*****].

“Monthly Accounting” has the meaning given to such term in the Servicing Agreement.

“NPPI” has the meaning set forth in Section 8.02(d) .

“OFAC” has the meaning given to such term in Section 4.01(f) .

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“OFAC List” has the meaning set forth in the Servicing Agreement.

“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency, or Governmental Authority.

“Origination Agreement” means this Second Amended and Restated Loan Origination Agreement and the schedules hereto and all amendments hereto or thereto.

“Origination Papers” has the meaning set forth in Section 5.01(b) of the Servicing Agreement and shall include the documents and instruments referenced in Section 2.03 .

“Outstanding Balance” means, on any date of determination, the original principal amount of the Loans originated by Lender that have not been transferred (or an Economic Participation interest therein transferred) to Servicer or any other Person pursuant to the terms of this Origination Agreement or the Servicing Agreement, plus the amount of any interest, fees or other amounts charged to the related Borrowers subsequent thereto, minus any payments, credits, write-offs or other amounts credited to such Borrowers, all as contemplated by the Servicing Agreement.

“Performance Fee” has the meaning given to such term in the Servicing Agreement.

“Performance Percentage” shall mean, for each calendar month, the Monthly Accounting for that month divided by the Outstanding Balance as of the last day of such month multiplied by 12.

“Permit” means any federal, state, local, and foreign governmental approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person or its securities, Assets, or business.

“Person” means any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental entity or other entity of any nature.

“Prime Rate” means the rate announced by SunTrust Bank from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by SunTrust Bank in connection with extensions of credit to debtors. SunTrust Bank may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate.

“Privacy Policy” means the privacy policy of Lender as in effect at any given time to the extent provided to Servicer by Lender.

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“Program Agreements” means the agreements entered into from time to time between Servicer (or its Subsidiaries) and Program Merchants under which Servicer has agreed to provide certain services to lenders in the origination of loans for the benefit of the lenders through the GreenSky® Program.

“Program Merchants” mean manufacturers, dealers, merchants, providers, distributors, retailers, contractors or installers of personal, family or household goods or services that have entered into Program Agreements to be authorized to participate in the GreenSky® Program.

“Proprietary Information” has the meaning set forth in Section 8.02(a) .

“Receiving Party” has the meaning set forth in Section 8.02(f) .

“Security Systems” has the meaning set forth in Section 9.01 .

“Servicer” has the meaning set forth in the Recitals.

“Servicer Indemnitee” has the meaning set forth in Section 3.01(b) .

“Servicer Intellectual Property” has the meaning set forth in Section 3.01(c) .

“Servicing Agreement” has the meaning set forth in the Recitals.

“Servicing Fee” has the meaning given to such term in the Servicing Agreement.

“Settlement Amount” means the amounts advanced by Lender or its agent to a Borrower or on behalf of a Borrower to Program Merchants which constitute disbursement of a Loan to such Borrower.

“Settlement Date” means each Business Day on which Servicer notifies Lender of a Settlement Amount as provided in Section 2.01(c)(i) .

“Sponsors” means franchisors and similar types of sponsors of Program Merchants that refer Program Merchants to participate in the GreenSky® Program.

“Subsidiary” has the meaning given to such term in the Servicing Agreement.

“Successor Servicer” has the meaning given to such term in the Servicing Agreement.

“SunTrust Bank GreenSky ^® Program Credit Policy” has the meaning set forth in Schedule B.

“Termination Notice” has the meaning set forth in the Servicing Agreement.

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“Trade Secrets” has the meaning set forth in Section 8.02(b) .

“UCC” means the Uniform Commercial Code as in effect in Georgia, as amended.

“Underwriting Criteria” means the underwriting standards adopted and maintained by Lender for Loans reflected in Schedule B, as they may be amended from time to time, (i) by agreement of the Parties, (ii) by Lender in response to advice or comments received from a Governmental Authority, upon thirty (30) calendar days advance written notice to Servicer if practicable, or as otherwise directed by such Governmental Authority, (iii) by Lender to the extent required by Applicable Law, in Lender’s sole discretion, upon written notice to Servicer, or (iv) by Lender in good faith, if the six month average of the Performance Percentage is less than [*****] basis points, upon ten (10) days’ advance written notice to Servicer, provided, however that if Servicer requires more than ten (10) days to comply with such change, Lender has the right to require Servicer to suspend Loan originations until the change can be made. Additionally, Lender may confirm, as it deems appropriate, that the Underwriting Criteria are met on an ongoing basis. Notwithstanding the foregoing, Lender shall at all times retain control over all credit decisions and Lender shall approve or deny in writing, in its sole discretion, any overrides of Underwriting Criteria.

Section 1.02. Other Definitional Provisions .

(a) All terms defined in this Origination Agreement have the defined meanings when used in any certificate, other document, or Origination Paper made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Origination Agreement or any Origination Paper shall refer to this Origination Agreement as a whole and not to any particular provision of this Origination Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Origination Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Origination Agreement unless otherwise specified. Unless the context otherwise requires, any singular noun shall be deemed to also include the plural of such noun, and any singular pronoun of a particular gender shall be deemed to also include the plural of such pronoun or equivalent pronoun of the other gender.

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Article II

Loan Origination Rights & Obligations

Section 2.01. Loan Origination Obligations .

(a) Origination of Loans.

(i) GreenSky ^® Program . As program administrator of the GreenSky ^® Program, Servicer shall use commercially reasonable efforts to maintain and develop the network of Program Merchants participating in the GreenSky ^® Program as a source for Loans to be made by Lender pursuant to this Origination Agreement. Servicer will conduct appropriate due diligence on Program Merchants and Sponsors, share information with Lender as requested by Lender and obtain information from Program Merchants and Sponsors on behalf of Lender as Lender may reasonably require from time to time. Servicer may promote Loans and facilitate acceptance of Loan applications through Program Merchants with whom Servicer has in place a Program Agreement. Servicer has provided Lender with the Borrower Loan Documents, and shall promptly provide to Lender any changes made to Borrower Loan Documents; provided , that Servicer shall obtain the written consent of Lender prior to making any material changes to Borrower Loan Documents. Upon request, Lender shall have the right to review training materials used by Servicer for Program Merchants, including any subsequent material changes made thereto, and Servicer shall consider in good faith Lender’s reasonable comments to such training materials. Servicer shall process applications from prospective borrowers for Loans on behalf of Lender (including retrieving credit reports) to determine whether the applicant meets the Underwriting Criteria. Servicer will only refer applications for applicants that have had their identities verified in accordance with “Know Your Customer” and anti-money laundering criteria under Applicable Law for financial institutions, including without limitation the Anti-Money Laundering Laws. Servicer shall respond to all inquiries from applicants and prospective borrowers regarding the application process. Upon Lender’s request, Servicer shall forward to Lender identifying information for Borrowers who meet the Underwriting Criteria. Servicer shall have no discretion to override the Underwriting Criteria as to any application for a Loan. Servicer shall not offer any Loan on behalf of Lender that is not an Approved Product Offering.

(ii) Commitment Amount . Subject to Article VI , Lender will fund newly originated Loans for customers identified through the GreenSky ^® Program that meet the Underwriting Criteria and which meet any other requirements of this Origination Agreement up to a maximum of Two and One-Half Billion and No/100 ($2,500,000,000) Dollars in aggregate outstanding principal balances held on Lender’s balance sheet at any given time (the “Commitment Amount” ). Lender and Servicer shall mutually agree in

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writing to any further increase in the Commitment Amount above [*****] and No/100 ($ [*****] ) Dollars . [*****].

(iii) Loan Terms . All Loans shall be originated by Lender through the GreenSky ^® Program using Servicer’s services. Servicer acknowledges that the making of a Loan creates a creditor-borrower relationship between Lender and Borrower which involves, among other things, the establishment of an account with Lender, Lender’s extension of credit and disbursement of Loan proceeds and the right to collect payments. If Servicer determines that a potential Borrower meets the Underwriting Criteria, Servicer shall cause such potential Borrower to execute a loan agreement in favor of Lender in the form provided to Lender and naming Lender as the creditor for the Loan, and which shall include an interest rate, loan term, repayment and other terms consistent with Schedule B. Lender may require changes in Borrower documents (including Borrower Loan Documents) to the extent that Lender determines that such change is required by Applicable Law or is reasonably necessitated by safety and soundness considerations or concerns. Any material changes to the form of loan agreement made by Servicer must be approved in writing in advance by Lender, provided that Lender’s approval shall not be unreasonably withheld, conditioned or delayed for any such changes requested by a Governmental Authority or required to comply with Applicable Law. Lender shall provide Servicer with Lender’s privacy policy for delivery to Borrowers. Notwithstanding Lender’s approval of any document, Servicer shall ensure that all Borrower Loan Documents and documents used in the program or provided to Borrowers of prospective borrowers comply in all material respects with Applicable Law in accordance with Section 5.01(a)(iii) . Servicer shall hold and maintain as custodian for Lender, all Borrower Loan Documents and other documents of Lender pertaining to the Loans. At Lender’s request Servicer shall provide Lender with prompt access to the originals or copies of such documents and this obligation shall survive expiration or termination of this Origination Agreement.

(b) Intent of Parties. Except as provided in Sections 2.06 and 7.05(b)(ii) herein and Sections 2.02, 3.05 and 12.05(b)(ii) of the Servicing Agreement, the Loans shall at all times be the property of Lender and at no point shall Servicer have an ownership interest therein, nor shall Lender be deemed to be a lender to Servicer. Notwithstanding the foregoing, in order to assure Lender that its rights in the Loans are protected, to the extent that Servicer may be deemed to have an ownership interest in any of the Loans (as a result of the UCC or otherwise), Servicer hereby grants to Lender a security interest in all of its right, title and interest, whether now existing or hereafter acquired, in, to and under such Loans and the proceeds thereof to secure the prompt and complete payment of all Loans deemed to have been made by Lender. Nothing herein shall be deemed to diminish the customer or other relationships between the Borrowers and either Program Merchants or Servicer.

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(i) No later than 12:00 noon (Eastern time) each Business Day, the ( “Settlement Date” ), Servicer, by written electronic transmission, shall provide a responsible officer of Lender designated by Lender to Servicer with a report setting forth the calculation of the Settlement Amount and the payees thereof. The Settlement Amount shall be sent by Lender by wire transfer, ACH or direct deposit to the Funding Clearing Account no later than 4:00 p.m. (Eastern time), unless Servicer is late in notifying Lender of the Settlement Amount due on the Settlement Date, in which case Lender shall use all commercially reasonable efforts to send the Settlement Amount within the time period set forth above or as soon thereafter as possible, but no later than 5:00 p.m. (Eastern time) of the next Business Day following such Lender’s receipt of notice from Servicer.

(ii) Servicer shall promptly notify a responsible officer of Lender designated by Lender to Servicer by written electronic transmission if the Settlement Amount is not received when due.

(d) Pre-Funding Balance for Loans.

(i)		[*****] .

(ii)		[*****] .

(iii)		[*****] .

(iv)		[*****] .

(v)		[*****] .

(e) Delegation of Duties . So long as GreenSky acts as Servicer, it may, at any time without notice or consent, delegate any duties under this Origination Agreement to any wholly-owned Subsidiary of GreenSky; provided, however, that GreenSky shall not be released of any of its obligations or responsibilities under this Origination Agreement and shall be liable for any action or omission of any such Subsidiary as if such action or omission were an action or omission of GreenSky.

Section 2.02. Dispute over Settlement Amount .

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outstanding Loans to exceed the Commitment Amount. Payment of any Settlement Amount shall not constitute a waiver by Lender of the right to dispute the accuracy of such Settlement Amount.

(b) In the event it is determined that Lender was correct in disputing the accuracy of the Settlement Amount for a given day, Servicer shall promptly (but not later than two (2) Business Days after such determination) remit to Lender the overpayment amount due Lender with interest thereon computed at the rate of [*****] ( [*****] ) basis points above the Prime Rate in effect on the date the Settlement Amount was paid.

Section 2.03. Portfolio Data . Notwithstanding anything to the contrary contained in this Origination Agreement, Servicer may share any aggregate portfolio data associated with the Loans that does not contain NPPI or other personal identifying information in accordance with Applicable Law; provided that such shared portfolio data is not attributed to Lender.

Section 2.04. Minimum and Maximum Interest Rate . Servicer and Lender agree that the interest rate charged on any Loan may not exceed the lower of the maximum interest rate set forth in the Underwriting Criteria or the maximum rate permitted by Applicable Law.

Section 2.05. Allocation of Loans . [*****] .

Section 2.06. Improper Loans . To the extent Servicer maintains licenses necessary to own such Loans, Servicer shall purchase from Lender any Loan found to be improperly, illegally or fraudulently originated, or originated in violation of Applicable Law or the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, however, that as a condition to such purchase, Lender shall assign its entire right, title and interest in such improperly, illegally or fraudulently originated or violative Loan to Servicer. To the extent Servicer does not maintain the necessary licenses to own such Loans, Lender instead shall grant to Servicer an Economic Participation in all such Loans for an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided , that, to the extent Servicer later obtains the necessary licenses to own any such Loan, Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens on the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic

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Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third party.

Section 2.07. Non-Exclusivity . Lender understands and agrees that the customer relationships with the Borrowers established as a result of Lender’s participation in the GreenSky ^® Program are non-exclusive to Lender, and Servicer shall have the right to market other non-depository products and services to Borrowers based upon a Loan or the Borrower’s application for a Loan, subject to receiving the applicable Borrower’s written affirmative consent to such marketing in a form reviewed and approved by Lender and Servicer’s compliance with Applicable Law (including, without limitation, the Gramm-Leach-Bliley Act (Regulation P) to the extent applicable), the Privacy Policy and any limitations imposed by any Program Agreement. Lender will only share information with Servicer for such purposes based on the affirmative written authorization of the Borrower to Lender to share nonpublic financial information with Servicer in accordance with the requirements set forth in the Privacy Policy and such authorization must be in a form reviewed and approved by Lender. Notwithstanding anything to the contrary contained herein, Servicer shall neither (i) market products and services to Borrowers in the context of a refinancing of an existing Loan nor (ii) use Lender’s name in the marketing materials used to market any financial products and services to Borrowers.

Section 2.08. Exclusive Program . Lender agrees that, by participating in the GreenSky ^® Program, neither it nor its Affiliates will [*****] to directly provide customer financing for goods or services offered by the Program Merchants and Sponsors that are parties to the Program Agreements other than pursuant to this Origination Agreement during [*****] .

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Article III

Indemnity; Damages

Section 3.01. Indemnity .

(a) Servicer Indemnification. Servicer shall indemnify Lender and its Affiliates, and their respective officers, directors, managers, employees and agents (each such indemnified Person being called an “Lender Indemnitee” ), against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, costs and expenses (including the reasonable fees, charges and disbursements of any attorney for any Lender Indemnitee as chosen by such Indemnitee), incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party arising out of, in connection with, or as a result of (i) any breach by Servicer of any representation, warranty or covenant of Servicer contained in this Origination Agreement, (ii) the Fraudulent Activity by, Servicer or Persons contracted by Servicer under this Origination Agreement, or breach of Servicer’s confidentiality or security obligations under this Origination Agreement, or failure of Servicer to comply with Applicable Law, (iii) the activities of any Program Merchant or Sponsor, and/or the goods and/or services provided to any Borrower by any Program Merchant, Sponsor or any third party acting on behalf of a Program Merchant or Sponsor or (iv) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Origination Agreement.

(b) Lender’s Indemnification. Lender shall indemnify Servicer and its Affiliates, and their respective officers, directors, managers, employees and agents (each such indemnified Person being called a “Servicer Indemnitee” ), against, and hold each Servicer Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, costs and expenses (including the reasonable fees, charges and disbursements of any attorney for any Servicer Indemnitee as chosen by such Servicer Indemnitee), incurred by any Servicer Indemnitee or asserted against any Servicer Indemnitee by any third party arising out of, in connection with, or as a result of (i) any breach by Lender of any representation, warranty or covenant of Lender contained in this Origination Agreement, or (ii) Lender’s gross negligence or willful misconduct in the performance of its duties under this Origination Agreement.

(i) Indemnity. Servicer, at its expense, will defend, indemnify, and hold each Indemnitee harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary, but as limited by this Article III), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys’ fees, that arise out of or relate to third party claims of infringement of such third party’s patent, trade secret, copyright, or trademark of Servicer Intellectual Property. For purposes of this Origination Agreement and the Servicing Agreement, “Servicer Intellectual

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Property” will include the following: licensed software, services, system and/or work product.

(ii) Specific Conditions and Additional Remedies Associated with Servicer’s Infringement Indemnity.

(A) Additional Remedies. In the event a court of competent jurisdiction makes a determination that any Servicer Intellectual Property infringes or otherwise violates any third party intellectual property right, or if Servicer determines that any Servicer Intellectual Property likely infringes or otherwise violates such third party’s intellectual property right, Servicer, at its option and sole expense, in addition to the indemnification obligation set forth above, will:

(1) modify the infringing portion of any Servicer Intellectual Property so as to make it non-infringing and non-violating, while maintaining equivalent functionality that is reasonably satisfactory to Lender;

(2) replace the infringing portion of any Servicer Intellectual Property with a non-infringing and non-violating solution having equivalent functionality that is reasonably satisfactory to Lender;

(3) obtain the right for Lender to continue using the infringing or violating portion of Servicer Intellectual Property; or

(4) if Servicer cannot provide Lender with option (A), (B) or (C) above, refund to Lender any fees that Lender has pre-paid for any Servicer Intellectual Property.

(B) Conditions. Servicer’s intellectual property infringement indemnity obligations will not apply to the extent of any applicable third party claim resulting solely from:

(1) modifications to any Servicer Intellectual Property by any party other than Servicer or its authorized personnel that are made without Servicer’s written approval and only to the extent such modifications caused the infringement or violation;

(2) the combination of any Servicer Intellectual Property with other products, processes, or materials prohibited by Servicer in the applicable specifications if, but for such other products, processes, or materials, the infringement would not have occurred; or

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(3) Lender’s use of any Servicer Intellectual Property other than in accordance with the terms and conditions of this Origination Agreement or the applicable specifications relating to such Servicer Intellectual Property.

Section 3.02. Damages . To the extent permitted by Applicable Law, no Servicer Indemnitee (with respect to a Lender Indemnitee) or Lender Indemnitee (with respect to a Servicer Indemnitee) will assert, whether in connection with an indemnification claim or otherwise, and each hereby waives, any claim against (i) any Lender Indemnitee or (ii) any Servicer Indemnitee, respectively, on any theory of liability, for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever (as opposed to actual and direct damages), but not including Lender’s potential claims for lost profits in trademark infringement cases (even if advised of the possibility thereof) arising in any way from the transactions contemplated under this Origination Agreement, except to the extent that the Performance Fee or the Servicing Fee may be deemed to embody these types of damages; provided, that nothing in this Section 3.02 shall relieve either Servicer or Lender of any obligation it may have to indemnify any Servicer Indemnitee or Lender Indemnitee, as applicable, hereunder against indirect, incidental, special, punitive, exemplary or consequential damages asserted against such Servicer Indemnitee or Lender Indemnitee, as applicable, by a third party.

Article IV

Representations and Warranties

Section 4.01. Representations and Warranties of Servicer Relating to Servicer and the Loans . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to Lender that all of the representations and warranties made by Servicer under Sections 5.01 and 5.02 of the Servicing Agreement are hereby incorporated by reference and restated as representations and warranties made as of the date hereof and as of each Settlement Date under this Origination Agreement. In addition, as of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to Lender that:

(a) Compliance with Law. None of the Loans, the origination of the Loans, the documents evidencing the Loans, the disclosures and notices relating to the Loans, or the Program Agreements contravene Applicable Law, and the Loans were originated, and are at all times being serviced in accordance with Applicable Law and customary origination, servicing and collection practices of prudent lending institutions that originate, service and/or collect loans of the same or similar type as the Loans, except where the failure to do so would not have a material adverse effect on the Loans.

(b) Underwriting Criteria. All Loans are in compliance with the Underwriting Criteria in all respects.

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(c) No Adverse Selection. The selection of the Loans to allocate to Lender was not knowingly made by Servicer in a manner to adversely affect the interests of Lender.

(d) No Fraudulent Activity; Negligence. No Fraudulent Activity, negligence or similar occurrence with respect to any Loan has taken place on the part of Servicer or any third party involved in the arranging or making of any Loan to whom Servicer subcontracted any of its obligations hereunder. Servicer represents and warrants that the true identity of each Borrower was ascertained in order to avoid dealing with persons committing identity theft or other forms of Fraudulent Activity. Servicer has established and maintains a customer identification program and a suspicious activity reporting program in material compliance with Applicable Law, including the requirements of 31 CFR 1020.220 and 31 CFR Part 103, and has performed its customer identification program with respect to each applicant and Borrower. Servicer acknowledges that Lender will rely on the performance of Servicer for Lender’s customer identification program. Servicer will retain for six years after a Loan is repaid and deliver to Bank upon request the applicant or Borrower’s name, physical address, social security number and date of birth obtained pursuant to such customer identification procedures; a description of the methods and the results of any measures undertaken to verify the identity of the applicant or Borrower and a description of the resolution of any substantive discrepancy discovered when verifying the identifying information obtained. Servicer will certify annually to Lender that Servicer has implemented Servicer’s customer identification program with respect to each Borrower.

(e) Investigation. Servicer has obtained a credit report from Trans Union, LLC, Experian Information Solution, Inc. or Equifax Inc. for each Borrower and has not identified any material inconsistencies between such report and the Borrower’s Loan application that have not been resolved.

(f) Anti-money Laundering. In arranging the Loans, Servicer and any third parties involved in the origination of the Loans to whom Servicer subcontracted any of its obligations hereunder have complied with all applicable anti-money laundering laws, including without limitation the USA Patriot Act of 2001, as amended, the Bank Secrecy Act, the Foreign Assets Control Act, and the laws and regulations of the United States government that impose limitations on U.S. trade, business and financial dealings, and other transactions, including, but not limited to, the sanctions, rules and regulations administered by U.S. Treasury Department’s Office of Foreign Assets Control ( “OFAC” ), the U.S. Commerce Department’s Office of Anti-boycott Compliance and Bureau of Export Administration, and the U.S. State Department’s Office of Defense Trade Controls and any similar Applicable Laws (collectively, the “Anti-Money Laundering Laws” ); Servicer and any third parties involved in the origination of the Loans to whom Servicer subcontracted any of its obligations hereunder have established anti-money laundering compliance programs as required by the Anti-Money Laundering

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Laws and, as agent of Lender, have conducted the requisite due diligence in connection with the Loans for purposes of the Anti-Money Laundering Laws; and Servicer maintains, and will maintain, sufficient information to evidence such actions and identify the applicable Borrowers for purpose of the Anti-Money Laundering Laws. More specifically, Servicer, on behalf of and as agent of Lender, has screened all applicants against the OFAC List of Specially Designated Nationals and Blocked Persons and rejected any applicant whose name and other identifiable data matches a name and such other data on such list and has notified Lender thereof. Servicer will monitor, identify and report to Lender any activity that Servicer deems to be potentially suspicious under the Anti-Money Laundering Laws. Servicer will retain the Loan number identifying a Borrower’s account for at least one year after the account is closed or the Loan is paid in full. Servicer will cooperate and respond upon receipt of a government information request forwarded by Lender. Servicer will promptly provide to Lender upon reasonable request electronic copies of information retained for compliance purposes.

(g) No Set-off. The Loans are not subject to any right of rescission, set-off, claim, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Loans, or the exercise of any right thereunder, render any Loan unenforceable, in whole or in part, or subject to any right of rescission, set-off, claim, counterclaim or defense.

(h) Capacity and Enforceability. All Borrowers party to the loan agreements and other documents evidencing the Loans have the legal capacity to enter into and execute and deliver them, and all such loan agreements and other documents have been duly and properly executed by such Persons. Each loan agreement is the legal, valid and binding obligation of the related Borrower thereunder, enforceable against each Borrower in accordance with its terms subject to customary equitable exceptions.

(i) Documentation. The Loan Files for the Loans contain all loan agreements and other documents evidencing the Loans, all underwriting documents, all collection notices and all required disclosures that are necessary under Applicable Law.

(j) No Amendment. The Program Agreements are in full force and effect and have not been modified or amended in any way that would materially adversely affect the Loans, the ability of Servicer to perform its obligations under this Origination Agreement or the Servicing Agreement or the other Origination Papers, the rights of Lender under this Origination Agreement, the Servicing Agreement or the other Origination Papers or the transactions contemplated hereunder or thereunder in general.

(k) As of the date of origination of a Loan, each Borrower was either a citizen of the United States or a permanent resident alien with a valid social security number, and resided and had a billing address within the United States.

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(l) Each Loan is denominated and payable only in U.S. dollars.

(m) No Loan is a loan to a Governmental Authority.

Section 4.02. Representations and Warranties of Lender . As of the Effective Date, Lender hereby represents and warrants to Servicer that all of the representations and warranties made by Lender under Section 5.03 of the Servicing Agreement are hereby incorporated by reference and restated as representations and warranties made as of the date hereof and as of each Settlement Date under this Origination Agreement.

Article V

Covenants

Section 5.01. Covenants of Servicer and Lender .

(a) Covenants of Servicer.

(i) Servicer hereby covenants and agrees with Lender that all of the covenants made by Servicer under Section 5.04 of the Servicing Agreement are hereby incorporated by reference and restated as covenants made as of the date hereof and as of each Settlement Date under this Origination Agreement.

(ii) Lender Review of Marketing Materials. Servicer agrees to obtain Lender’s prior approval of any Marketing Materials that bear Lender’s name (including any trade name, trademark or servicemark) and its prior permission to use Lender’s name in any other publication or form of media. Servicer shall conform to any specifications of Lender for use of its name and any such reference or use shall be professional. Servicer agrees to make all other Marketing Materials available to Lender upon Lender’s reasonable request for Lender’s review; further, Servicer agrees that Lender may require Servicer to revise any Marketing Materials that Lender reasonably requests within fourteen (14) calendar days after Lender’s receipt of such Marketing Materials. All Marketing Materials used by Servicer shall be accurate and not misleading in any material respect and shall comply in all material respects with Applicable Laws. Lender may publicize its involvement with the GreenSky ^® Program and any Program Merchant or Sponsor consistent with the GreenSky ^® Program guidelines and to the extent such publication is permitted under the applicable Program Agreement. Lender shall retain full control over the use of Lender’s name and trademarks. Servicer shall gain no right, title or interest in and to the name of Lender (including any trade name, trademark or servicemark) by virtue of this Origination Agreement or the Servicing Agreement and disclaims any such rights and agrees to provide any form or filing to reflect the same.

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(iii) Compliance with Applicable Law. The Loans, the origination of the Loans, the loan agreements and any other documents evidencing the Loans, the Borrower Loan Documents, the disclosures and notices relating to the Loans and the Program Agreements shall not contravene any Applicable Law, and the Loans shall be originated and made in accordance with Applicable Law, except where the failure to do so would not have a material adverse effect on the Loans.

(b) Covenants of Lender. Lender hereby covenants and agrees with Servicer that all of the covenants made by Lender under Section 5.05 of the Servicing Agreement are hereby incorporated by reference and restated as covenants made as of the date hereof under this Origination Agreement.

Article VI

Term and Termination

Section 6.01. Term . This Origination Agreement shall commence as of the Effective Date and shall continue until December 31, 2017 and shall automatically be extended for additional one year periods thereafter, until Lender provides ninety (90) calendar days prior written notice that this Origination Agreement shall no longer be so extended, unless sooner terminated (i) as provided herein or (ii) upon the termination of the Servicing Agreement, which shall result in the immediate termination of this Origination Agreement.

Section 6.02. [*****] .

Section 6.03. Termination for Failure to Perform; Servicer Termination Event . Lender may terminate this Origination Agreement upon delivery of a Termination Notice to Servicer if (i) Servicer fails to satisfy the Compliance Conditions in a material respect and such failure continues unremedied for a period of thirty (30) calendar days after the earlier of (a) the date on which Servicer becomes aware of such failure and (b) the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender; or (ii) a Servicer Termination Event (as defined in the Servicing Agreement) has occurred and is continuing unremedied for the applicable grace periods set forth in the Servicing Agreement. Upon receipt by Servicer of a Termination Notice, this Origination Agreement will terminate on the date set forth in such Termination Notice (which, for the avoidance of doubt, shall be not less than thirty (30) calendar days after the delivery of such Termination Notice).

Section 6.04. Termination for Regulatory Risk . If either Party (a) is advised by legal counsel of a change in Applicable Laws, a judicial decision of a court having jurisdiction over such Party, or an interpretation of a Governmental Authority that, in the view of such legal counsel, would have a materially adverse effect on the rights or obligations of such Party under this Origination Agreement or the Servicing Agreement or the financial condition of such Party such that Servicer would be unable to fulfill its obligations under this Origination Agreement or

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the Servicing Agreement; (b) receives a request of a Governmental Authority, including any letter or directive from such Governmental Authority, that prohibits or restricts such Party from carrying out its obligations under this Origination Agreement or the Servicing Agreement; or (c) has been advised by legal counsel that there is a material risk that such Party’s or the other Party’s continued performance under this Origination Agreement or the Servicing Agreement would violate Applicable Laws or increase the risk of litigation or regulatory enforcement action relating to the activities encompassed by this Origination Agreement or the Servicing Agreement, then the Parties shall meet and confer in good faith about any modifications to Servicer’s performance of its obligations hereunder that may be necessary or appropriate to eliminate or mitigate such result. If the Parties are unable to reach agreement regarding such modifications within ten (10) Business Days after the Parties meet, either Party may terminate this Origination Agreement upon ten (10) Business Days’ prior written notice to the other Party; provided, however, either Party may terminate this Origination Agreement in respect of the foregoing upon five (5) Business Days’ prior written notice to the other Party if required by a Governmental Authority.

Section 6.05 . Termination for Material Deterioration in Financial Condition . If Servicer experiences a material deterioration in its financial condition such that Servicer is unable to fulfill its obligations under this Origination Agreement or the Servicing Agreement in a material respect (such material deterioration in financial condition, a “Financial Condition Event” ), either Servicer shall promptly give notice to Lender or Lender shall promptly give notice to Servicer of such Financial Condition Event. Lender shall have the right, at its option, to terminate this Origination Agreement in respect of such Financial Condition Event upon ninety (90) calendar days’ prior written notice to Servicer, subject to the right of Servicer to cure such Financial Condition Event within such ninety (90) calendar days. If such Financial Condition Event is not cured within ninety (90) calendar days after a termination notice is provided in respect of such Financial Condition Event, this Origination Agreement will be terminated.

Section 6.06. Funding of Loans and Fees After Termination . After the effective date of any termination of this Origination Agreement, or immediately upon Servicer’s receipt of notice of any termination of this Origination Agreement or the making of any Loan hereunder would violate Applicable Law, (i) Lender shall no longer be obligated to make any Loans other than any approved but not fully funded Loans for which a binding loan agreement has been executed, (ii) after Lender has deducted any amount Lender is permitted to offset pursuant to Section 3.06 of the Servicing Agreement, Lender shall be obligated to pay Servicer (x) the Performance Fee with respect to Loans originated under this Origination Agreement prior to the effective date of the termination hereof until such Loans have been repaid and (y) to the extent provided in the Servicing Agreement, the Servicing Fee, and (iii) Servicer shall remain obligated to pay to Lender all amounts due and owing to Lender.

Section 6.07 . Optional Purchase . To maintain the consistency and continuity of the GreenSky ^® Program, if at any time this Origination Agreement expires or is terminated by Lender for any reason, with the prior written consent of Lender, Servicer, or a designee thereof,

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may purchase all, but not less than all, of the Loans (and all servicing rights and obligations in connection therewith) from Lender for [*****] . Any such transfer shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens as of the effective date of transfer. Servicer may solicit Lender’s consent to exercise this optional purchase at any time up to ninety (90) calendar days after the expiration or termination date, as applicable.

Article VII

Miscellaneous Provisions

Section 7.01. Amendment . This Origination Agreement may not be modified or amended except by a writing executed by both parties hereto.

Section 7.02. Governing Law . This Origination Agreement shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 7.03. Notices . All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when actually delivered by a nationally recognized overnight courier, or, if rejected by the addressee, when so rejected, or, if mailed, three (3) Business Days after deposit in the United States mail, as certified or registered mail postage prepaid, directed to the address shown as follows:

If to Servicer:	GreenSky, LLC
	Glenridge Highlands 2
	5565 Glenridge Connector, Suite 700
	Atlanta, GA 30342
	Attention: President

With a copy to:	GreenSky, LLC
	Glenridge Highlands 2
	5565 Glenridge Connector, Suite 700
	Atlanta, GA 30342
	Attention: General Counsel

If to Lender:	SunTrust Bank
	303 Peachtree Center Ave., NE
	Suite 400
	Atlanta, GA 30308
	Attention: EVP, Consumer Lending Executive

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With a copy to:	SunTrust Bank
	303 Peachtree St., NE 9th Floor
	Atlanta, GA 30308
	Attention: Managing Attorney-Consumer Lending
	Email: ###############@SunTrust.com

Either Party has the right to change its notice address to another address within the continental United States of America upon providing notice to the other such Party.

Section 7.04. Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Origination Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Origination Agreement and shall in no way affect the validity or enforceability of the other provisions of this Origination Agreement.

Section 7.05. Assignment .

(a) This Origination Agreement is binding upon the Parties and their successors and permitted assigns. Except as otherwise provided in Section 7.05(b) , neither Party may assign this Origination Agreement or any of its rights or obligations hereunder to any Person that is not an Affiliate without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person that is not an Affiliate, without such prior written consent, shall be void.

(b) Notwithstanding Section 7.05(a) ,

(i) Lender may assign this Origination Agreement, in whole or in part, upon thirty (30) calendar days’ advance written notice to Servicer, and Lender may sell, assign or convey or grant a security interest in all or part of the Loans originated by it to any Person without limitation or restriction; provided, that Lender’s assignee and any Person that acquires any interest in the Loans agrees to be bound by the terms of this Origination Agreement and the Servicing Agreement; and

(ii) [*****] .

Section 7.06. Further Assurances . Servicer and Lender agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party more fully to effect the purposes of this Origination Agreement, including, without limitation, the authorization or execution of any financing statements or amendments thereto or equivalent documents relating to the Loans for filing under the provisions of the UCC or other law of any applicable jurisdiction and to provide prompt

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notification to the other Party of any change in the name or the type or jurisdiction of organization of such Party.

Section 7.07. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of Servicer or Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.08. Counterparts . This Origination Agreement may be executed in two or more counterparts (and by different Parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.09. Binding; Third-Party Beneficiaries . This Origination Agreement will inure to the benefit of and are binding upon the Parties hereto and their respective successors and permitted assigns. There are no intended third-party beneficiaries of this Origination Agreement.

Section 7.10. Merger and Integration . Except as specifically stated otherwise herein, this Origination Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, and including the First Amended and Restated Origination Agreement are superseded by this Origination Agreement.

Section 7.11. Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12. Survival of Representations and Warranties, Covenants and Indemnities . All representations, warranties, covenants, agreements, and indemnities contained in this Origination Agreement shall remain operative and in full force and effect and shall survive the termination of this Origination Agreement.

Article VIII

Confidentiality of Proprietary Information

Section 8.01. Proprietary Information Access or Exchange . In the performance of this Origination Agreement, each Party may disclose to the other Party certain Proprietary Information.

Section 8.02. Definitions . For the purposes of this Origination Agreement, the following terms will have the definitions set forth below.

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(a) “Proprietary Information” means Trade Secrets, Confidential Business Information, and NPPI. For sake of clarity, the Parties agree that Proprietary Information includes information relating to and contained in Borrowers’ loan applications.

(b) “Trade Secrets” mean trade secrets as defined under Georgia law, as amended from time to time, and will include without limitation and without regard to form, technical or non-technical data, formulae, patterns, compilations, programs, software programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, non-public forecasts, studies, projections, analyses, all Borrower data of any kind, or lists of actual or potential customers or servicers, business and contractual relationships, or any other information similar to the foregoing that: (a) derives economic value, actual or potential, from not being generally known and not being readily ascertainable by proper means to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For the sake of clarity, Trade Secrets will include, without limitation, information provided to Lender by any third parties, which Lender is obligated to hold in confidence.

(c) “Confidential Business Information” means any valuable, secret business information, other than Trade Secrets, that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as confidential information to a reasonably prudent person with knowledge of the Disclosing Party’s business and industry.

(d) “NPPI” means non-public, personally identifiable information of applicants, Borrowers, Lender personnel or other individuals, which has been provided to Lender or Lender’s agents and representatives by such Persons or their representatives or in connection with the application, origination or servicing of the Loan (e.g., credit reports), including information provided to Servicer in connection with the administration and servicing of the Loans. Unless otherwise specified, NPPI shall be Proprietary Information of Lender.

(e) “Disclosing Party” means the Party disclosing any Proprietary Information hereunder, whether such disclosure is directly from or through the Disclosing Party’s personnel.

(f) “Receiving Party” means the Party receiving any Proprietary Information hereunder, whether such disclosure is received directly from or through the Receiving Party’s personnel.

Section 8.03. Exclusions . Notwithstanding the definition of Proprietary Information above, Proprietary Information does not include any information that: (a) was in the Receiving Party’s possession before being disclosed to it by the Disclosing Party; (b) is or becomes a matter

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of public knowledge through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality known to the Receiving Party; (d) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Receiving Party without use of the Disclosing Party’s Proprietary Information; (f) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; or (g) is permitted to be disclosed pursuant to Section 2.03 . This Section 8.03 is subject to the rights provided to Servicer in Section 2.07 .

Section 8.04. Ownership and Restrictions on Use . The Receiving Party acknowledges and agrees that the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or a third party providing such information to the Disclosing Party, and the disclosure of such information to the Receiving Party does not confer upon it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Origination Agreement. At all times and notwithstanding any termination or expiration of this Origination Agreement, the Receiving Party agrees that it will: (a) hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except to carry out the purposes of the Origination Agreement or as otherwise approved in writing by the Disclosing Party; (b) only permit access to the Proprietary Information of the Disclosing Party to those of its personnel who have a need to know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Origination Agreement; (c) be responsible to the Disclosing Party for any third party’s use and disclosure of the Proprietary Information provided to such third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Origination Agreement and for no other purpose whatsoever; and (e) use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in no event less than a reasonable degree of care, including without limitation, maintaining information security standards for such Proprietary Information as are commercially reasonable and customary for the type of information. Specifically, with regard to NPPI, Servicer will comply with the information security standards specific to such information set forth in this Origination Agreement. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Neither Servicer nor its Affiliates nor their respective personnel will knowingly cause or permit any of Lender’s or its Affiliates’ Proprietary Information to be sent to or accessed from any location outside of the United States of America.

Section 8.05. Required Disclosures . If the Receiving Party is required by a Governmental Authority or Applicable Law to disclose any of the Proprietary Information of the Disclosing Party, the Receiving Party must, if legally permissible: (a) first give written notice of such required disclosure to the Disclosing Party; (b) make a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which disclosure is required; (c) take reasonable steps to allow the Disclosing Party to seek to protect the confidentiality of the Proprietary Information required to be disclosed; and (d) disclose only that part of the Proprietary Information which, in the written opinion of its legal

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counsel, it is required to disclose. The foregoing requirements will not apply and are not intended to limit Lender’s ability to fully comply with requests for information from its regulators or the Internal Revenue Service.

Section 8.06. Notice of Unauthorized Disclosures . Each Party to this Origination Agreement will promptly notify the other Party in writing upon discovery of any access, data breach, material loss or material unauthorized disclosure of the Proprietary Information of the other Party. Any unauthorized disclosure or loss of NPPI, regardless of context or amount of data, will be a material confidentiality breach pursuant this Origination Agreement.

Section 8.07. Limit on Reproductions . The Receiving Party will not reproduce the Disclosing Party’s Proprietary Information in any form except as required to accomplish the intent of this Origination Agreement. Any reproduction of any Proprietary Information by the Receiving Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

Section 8.08. Document Destruction, Information Erasure. Upon the earlier of: termination of this Origination Agreement, the written request of the Disclosing Party, or at such later time, when no longer needed by either Party for fulfillment of its obligations under this Origination Agreement or Applicable Law, each Receiving Party, except as prohibited by law, will either: (a) promptly return to the Disclosing Party all documents and other tangible (including electronic) materials containing the Disclosing Party’s Proprietary Information, including all copies thereof in its possession or control; or (b) erase or destroy all such materials by the following methods, the foregoing notwithstanding, provided however that records shall not be destroyed prior to the time specified pursuant to applicable record retention timeframes or alternatively such records are delivered to the Disclosing Party. If return, erasure, or destruction is not feasible, then the Receiving Party may, with the written consent of the Disclosing Party (which consent shall not be unreasonably withheld), maintain the Disclosing Party’s Proprietary Information in compliance with the requirements of the confidentiality and information security provisions of this Origination Agreement; provided, however, that when the return, destruction, or erasure of any such materials becomes feasible for the Receiving Party, the Receiving Party must comply with the requirements of (a) or (b) above within sixty (60) calendar days.

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Medium	Destruction Method
Hard copy	Shredding, pulverizing, burning, or other permanent destruction method
Electronic tangible media, e.g., disks, tapes	Destruction or erasure of the media
Hard drive or similar storage device	Erasure or elimination of Proprietary Information from the device

Section 8.09. Equitable Relief . If either Party should breach or threaten to breach any provision of this Article VIII of the Origination Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Section 8.09 . Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party as a result of a breach of this Article VIII of this Origination Agreement. In the event that either Party should seek an injunction hereunder, the other Party hereby waives any requirement for the submission of proof of the economic value of any Proprietary Information or the posting of a bond or any other security.

Section 8.10. Survival . Notwithstanding any termination of this Origination Agreement, all of the Receiving Party’s nondisclosure and use obligations pursuant to this Article VIII will survive: (a) for three (3) years after termination with respect to any Confidential Business Information received prior to such termination; (b) with respect to Trade Secrets, for so long as such information continues to constitute a trade secret under Applicable Law; and (c) with respect to NPPI, for so long as required by Applicable Law.

Section 8.11. Prior Agreements . The provisions set forth in this Origination Agreement supersede any previous agreement between the Parties relating to the protection of any Proprietary Information.

Section 8.12 . Information Related to Tax Structure and Treatment . It is the Parties’ mutual intent that the tax structure and tax treatment of the transactions contemplated by this Origination Agreement will not be confidential and, that notwithstanding anything herein to the contrary, each Party and its personnel may disclose to any and all Persons, without limitation of any kind, the tax structure and tax treatment of the transactions contemplated herein such that the transactions will be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and any comparable provision in the law of any other jurisdiction.

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Article IX

Information Security

Section 9.01. General Requirements . Servicer will adhere to Lender’s information security policies when providing services on site at Lender’s facilities. Servicer will safeguard information, including NPPI, and adhere to information security standards and requirements as are prescribed by Applicable Law for federally insured financial institutions. In addition, Servicer will maintain data back-up procedures, and information security systems and processes (collectively, the “Security Systems” ) continuously at its own facilities and those of any personnel at which Servicing is performed and under business continuity plans so that no Lender Proprietary Information is lost, stolen, modified, disclosed to, accessed, or made inaccessible or unreadable to Servicer or Lender by any third party (other than those permitted parties under the Confidentiality of Proprietary Information Section of this Servicing Agreement), whether the data is maintained at such facilities or is in transmission. The Security Systems will equal or exceed standard industry practices for similar suppliers dealing with Proprietary Information of financial institutions and be in compliance with Applicable Law. Servicer will reasonably monitor, evaluate, and adjust the Security Systems in response to relevant changes in technology, changes in the sensitivity of any Lender Proprietary Information (as reasonably determined by Lender), and internal and external threats to information security and any changes in Applicable Law. Servicer will promptly notify Lender of: (a) any breach of the Security Systems of which Servicer has knowledge that results in (i) unauthorized access to Lender Proprietary Information or could reasonably be expected to do so, or (ii) Lender Proprietary Information being made inaccessible or unreasonable to Servicer or Lender; (b) the consequences of the breach; and (c) Servicer’s corrective action. If Lender is required to notify its customers, employees, or regulators of a breach of the Security Systems affecting Lender’s Proprietary Information, at Lender’s option, Servicer will either notify Lender’s customers, employees, or regulators of the breach or reimburse Lender for the cost of these notifications.

Section 9.02. Encryption . To the extent Servicer places or retains Proprietary Information on the following types of devices, Servicer will encrypt all of them: (a) with whole disk encryption, all laptop computers; (b) personal digital assistants (PDAs); (c) all other portable devices (including, but not limited to, thumb drives); and (d) files on portable media (including, but not limited to, tapes and CDs). All encryption must meet a minimum standard of Advanced Encryption Standard (AES) algorithm with a minimum key strength of 128-bit.

Section 9.03. Information Security Audits . During the term of this Origination Agreement and for one (1) year following termination:

(a) Audit Scope. Solely to assess the effective protection of Lender Proprietary Information, Lender may conduct annual remote or on-site audits of Servicer, at Lender’s discretion and expense (except as set forth below), to review the Security Systems at any time during Servicer’s regular business hours upon at least three (3)

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Business Days’ prior notice to Servicer; however, Servicer may request up to an additional seven (7) Business Days to comply. However, if there is an actual breach of the Security Systems, Lender may conduct additional audits. The audits may be performed by Lender, its agent, or an independent third party bound by nondisclosure provisions substantially similar to those in this Origination Agreement, and may include reasonable testing of the Security Systems, including without limitation, periodic vulnerability scans. The Parties will schedule the testing at a mutually agreeable time and will cooperate in structuring the tests so as to use reasonable, industry-standard precautions to minimize risks to the Security Systems and to avoid harming the rights and interests of Servicer or any third parties. Servicer will provide Lender with reasonable assistance and information necessary for the performance of the testing, including reasonable access to its logs, policies, records, and other materials (solely as related to Lender Proprietary Information), and to Servicer personnel reasonably required for Lender to perform the audit. Lender will reasonably determine the extent and methodology of the testing subject to the approval of Servicer, the approval not to be unreasonably withheld, conditioned or delayed. Servicer agrees to make available to Lender the results of any third party’s or its own testing, monitoring and auditing of the Security Systems solely as relates to Lender Proprietary Information, provided, that Servicer will not be required to make available any results which would breach its confidentiality obligations to any third party.

(b) Audit Findings/Remediation. If an audit reveals that the Security Systems do not effectively protect any Lender Proprietary Information or do not otherwise meet the information security requirements of Lender, its regulators, or the provisions of Applicable Law, then Servicer will complete and install modifications to the Security Systems, the cost, expense, and allocation of which will be borne by Servicer. If Servicer is unable to complete and install adequate modifications within the lesser of (i) the time frame agreed by the Parties, or (ii) the time period required by applicable law, then Lender may immediately terminate this Origination Agreement without penalty, notwithstanding any other provisions in this Origination Agreement.

(c) Audit Costs. Lender will reimburse Servicer’s reasonable direct expenses associated with the audit ( e.g. , reasonable copy charges or other reasonable standard expenses), but not any other expenses such as a charge for access to Servicer personnel or other sources of information. Lender will bear the agreed upon cost of any audit unless the audit is in response to a security breach that impacts, or could reasonably be presumed to impact, Lender Proprietary Information, in which case Servicer will bear the cost of the audit.

Section 9.04. Modifications to Agreements . To the extent that regulations promulgated under Applicable Law require additional or modified security, privacy, or confidentiality agreements between financial institutions and third party servicers, Servicer agrees that it will execute the additional or modified agreements as reasonably required by Lender.

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Article X

Non-Solicitation

Servicer agrees that it will not, without the prior written consent of Lender: (a) use any NPPI or any information about any Borrower or other customer of Lender to encourage the Borrower to refinance a Loan; or (b) sell, assign or transfer in any respect, to any person, any NPPI or any information about any Borrower or other customer of Lender.

Article XI

Technology License

In furtherance of the activities contemplated by this Origination Agreement, Servicer grants Lender a non-exclusive, nontransferable, nonsublicensable, revocable license to use Servicer’s GreenSky ^® Program technology platform (the “Licensed Technology” ) during the term of this Origination Agreement solely for the purposes of, and in connection with, Lender’s participation in the GreenSky ^® Program. Lender acknowledges and agrees that Servicer will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Technology (including any and all modifications or derivative works thereof) and all intellectual property rights relating thereto, and Lender does not and will not have or acquire any ownership interest in the Licensed Technology (or any modifications or derivative works thereof) or any intellectual property rights relating thereto under or in connection with this Origination Agreement.

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In Witness Whereof , Servicer and Lender have caused this Origination Agreement to be duly executed by their respective officers as of the day and year first above written.

GreenSky, LLC

By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Chief Executive Officer

SunTrust Bank

By:	/s/ Timothy S. Mueller
	Name:	Timothy S. Mueller
	Title:	Executive Vice President

Signature Page to
Second Amended and Restated Loan Origination Agreement

Amendment No. 1
to Second Amended and Restated Loan Origination Agreement

This Amendment No. 1 to Second Amended and Restated Loan Origination Agreement (this “ Amendment ”), dated as of September 5, 2017 (the “ Effective Date ”), by and among GreenSky, LLC, a Georgia limited liability company (“ Servicer ”), GreenSky Servicing, LLC, a Georgia limited liability company (“GreenSky Servicing”), and SunTrust Bank, a Georgia banking corporation (“ Lender ”).

Witnesseth:

Whereas , Servicer and Lender previously entered into that certain Second Amended and Restated Loan Origination Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ LOA ”), dated as of December 31, 2016;

Whereas , Servicer and Lender desire to amend the LOA to modify and clarify certain terms therein;

Whereas , GreenSky Servicing desires to be bound to the provisions of the LOA; and

Whereas , pursuant to Section 7.01 of the LOA, Servicer and Lender agree to amend the LOA pursuant to the terms and conditions set forth herein;

Now, Therefore , in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged by the parties hereto agree as follows:

Section 1. Definitions . Capitalized terms not otherwise defined herein shall have the meanings given to them in the LOA.

Section 2. Amendment to the LOA .

Subject to the satisfaction of the conditions precedent set forth in Section 6 below, the LOA shall be and hereby is amended as follows:

(a) The definition of “ Funding Clearing Account ” in Section 1.01 of the LOA shall be amended to add the following sentence to the end of the current definition:

On or prior to September 15, 2017, the Funding Clearing Account shall be titled “GreenSky Servicing, LLC, Funding Clearing Account FBO GreenSky Program Lenders” or such other title selected by Servicer and reasonably acceptable to Lender.

(b) Schedule B to the LOA shall be amended by deleting Section III thereof in its entirety and substituting the following in lieu thereof:

III. [*****] :

[*****] .

Section 3. GreenSky Servicing Acknowledgement . GreenSky Servicing hereby acknowledges and agrees to be bound by and comply with the covenants of Servicer contained in the LOA and this Amendment as if it were an original party thereto.

Section 4. Representations of Servicer and Lender . Each of Servicer and Lender hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in the LOA are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date).

Section 5. Representations of GreenSky Servicing . GreenSky Servicing hereby represents and warrants to the parties hereto that GreenSky Servicing has all necessary company power and authority to enter into this Amendment and to perform all of the obligations to be performed by it under this Amendment and the LOA. This Amendment and the consummation by GreenSky Servicing of the transactions contemplated hereby: (i) have been duly authorized by all company action of GreenSky Servicing, (ii) have been duly executed and delivered by GreenSky Servicing and constitute the legal, valid and binding obligations of GreenSky Servicing, enforceable in accordance with their terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general equity principles), (iii) do not contravene or cause GreenSky Servicing to be in default under (A) GreenSky Servicing’s governing documents, (B) any contractual restriction with respect to any debt of GreenSky Servicing or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on or affecting GreenSky Servicing or its property or (C) Applicable Law, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting GreenSky Servicing or its property, and (iv) do not result in or require the creation of any adverse claim.

Section 6. Conditions Precedent . The effectiveness of this Amendment is subject to the receipt by the parties hereto of a fully executed counterpart of this Amendment from each party.

Section 7. Amendment . The parties hereto hereby agree that the provisions and effectiveness of this Amendment shall apply to the LOA as of the date hereof. Except as amended by this Amendment, the LOA remains unchanged and in full force and effect. This Amendment shall constitute a transaction document.

Section 8. Counterparts . This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The delivery of an executed counterpart hereof by facsimile or .pdf shall constitute delivery of an executed counterpart hereof.

Section 9. Captions . The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.

Section 10. Successors and Assigns . The terms of this Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

Section 11. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12. Governing Law . This amendment shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[Signatures appear on following page.]

In Witness Whereof , Servicer, Lender and GreenSky Servicing have each caused this Amendment to be duly executed by their respective duly authorized officers as of the Effective Date.

GreenSky , LLC

By:	/s/ Timothy Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

SunTrust Bank

By:	/s/ Melissa Baldwin
	Name:	Melissa Baldwin
	Title:	Managing Attorney

Acknowledged and Agreed:

GreenSky Servicing , LLC

By:	/s/ William Still Jr.
	Name:	William R. Still, Jr.
	Title:	Secretary

Signature Page to Amendment No. 1
to Second Amended and Restated
Loan Origination Agreement

Amendment No. 2
to Second Amended and Restated Loan Origination Agreement

This Amendment No. 2 to Second Amended and Restated Loan Origination Agreement (this “ Amendment ”), dated as of January 1, 2018 (the “ Effective Date ”), by and among GreenSky, LLC, a Georgia limited liability company (“ Servicer ”), GreenSky Servicing, LLC, a Georgia limited liability company (“ GreenSky Servicing ”), and SunTrust Bank, a Georgia banking corporation (“ Lender ”).

Witnesseth:

Whereas , Servicer, GreenSky Servicing and Lender previously entered into that certain Second Amended and Restated Loan Origination Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ LOA ”), dated as of December 31, 2016;

Whereas , Servicer, GreenSky Servicing and Lender desire to amend the LOA to modify and clarify certain terms therein; and

Whereas , pursuant to Section 7.01 of the LOA, Servicer, GreenSky Servicing and Lender agree to amend the LOA pursuant to the terms and conditions set forth herein;

Section 13. Definitions . Capitalized terms not otherwise defined herein shall have the meanings given to them in the LOA

Section 14. Amendment to the LOA .

Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the LOA shall be and hereby is amended as follows•

(a) Schedule B to the LOA is hereby deleted in its entirety and Schedule B to this Amendment is hereby substituted in lieu thereof.

(b) Schedule C to the LOA is hereby deleted in its entirety and Schedule C to this Amendment is hereby substituted in lieu thereof.

Section 15. Representations of Servicer, GreenSky Servicing and Lender . Each of Servicer, GreenSky Servicing and Lender hereby represents and warrants to the parties hereto that as of the date hereof each of the representations and warranties contained in the LOA are true and correct as of the date hereof and after giving effect to this Amendment (except to the

extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date).

Section 16. Conditions Precedent . The effectiveness of this Amendment is subject to the receipt by the parties hereto of a fully executed counterpart of this Amendment from each party.

Section 17. Amendment . The parties hereto hereby agree that the provisions and effectiveness of this Amendment shall apply to the LOA as of the date hereof. Except as amended by this Amendment, the LOA remains unchanged and in full force and effect This Amendment shall constitute a transaction document.

Section 18. Counterparts . This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The delivery of an executed counterpart hereof by facsimile or .pdf shall constitute delivery of an executed counterpart hereof.

Section 19. Captions . The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.

Section 20. Successors and Assigns . The terms of this Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

Section 21. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22. Governing Law . This amendment shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws .

[Signatures appear on following page.]

In Witness Whereof , Servicer, Lender and GreenSky Servicing have each caused this Amendment to be duly executed by their respective duly authorized officers as of the Effective Date.

GreenSky , LLC

By:	/s/ Timothy Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

GreenSky Servicing , LLC

By:	/s/ Eugene Burke
	Name:	Eugene Burke
	Title:	President

SunTrust Bank

By:	/s/ Melissa Baldwin
	Name:	Melissa Baldwin
	Title:	Managing Attorney

Signature Page to Amendment No. 2
to Second Amended and Restated
Loan Origination Agreement

Exhibit 10.10

Second Amended and Restated Servicing Agreement

Dated as of December 31, 2016

by and between

GreenSky, LLC

and

SunTrust Bank

Second Amended and Restated Servicing Agreement

This Second Amended and Restated Servicing Agreement (the “Servicing Agreement” ) dated as of December 31, 2016 (the “ Effective Date” ), by and between GreenSky, LLC , a Georgia limited liability company and formerly known as GreenSky Trade Credit , LLC ( “Servicer” ) and SunTrust Bank , a Georgia banking corporation ( “Lender” ). As used herein, “Party” means Servicer or Lender, as applicable, and “Parties” means both Servicer and Lender.

W I T N E S S E T H:

Whereas , the GreenSky ^® Program is administered by Servicer on behalf of and as agent for federally-insured, federal and state chartered lenders participating in the GreenSky ^® Program;

Whereas , contemporaneous herewith, Servicer and Lender are entering into a Second Amended and Restated Loan Origination Agreement of even date herewith (as hereinafter amended, the “Origination Agreement” ), which amends and restates the First Amended and Restated Origination Agreement; and

Whereas , the Parties desire and acknowledge that this Servicing Agreement amends and restates the First Amended and Restated Servicing Agreement, and that Loans serviced by Servicer thereunder will continue to be serviced under this Servicing Agreement pursuant to the terms hereof.

Now, Therefore , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between Servicer and Lender as follows:

Article I

Definitions

Section 1.01. Definitions . Capitalized terms used herein or in any certificate or document made or delivered pursuant hereto have the following meanings:

“Accepted Servicing Practices” means, with respect to each Loan, the servicing practices and procedures (i) that consist of Servicer’s normal and reasonable Servicing Standards, which in general will conform to the consumer servicing practices of prudent consumer lending institutions that service, for their own account, consumer loans for the same type as the Loans in the jurisdictions in which the related accounts are located, and which include without limitation the servicing criteria set forth in Schedule B and Schedule D attached hereto, (ii) that comply in all material respects with Applicable Law and (iii) that comply with the terms of the related Origination Agreement and Origination Papers.

“Account” means the following accounts (each of which is a “deposit account” (as defined in the UCC)): the [*****] and the [*****].

“Account Collateral” means the Accounts and all cash proceeds and all non-cash proceeds therein.

“ACH Payments” means electronic payments made on the Loans pursuant to the Automatic Clearinghouse payment system.

“Anti-Money Laundering Laws” has the meaning given to such term in the Origination Agreement.

“Applicable Law” means, collectively, any and all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority now in effect or hereinafter enacted or adopted, as amended from time to time, in any jurisdiction, insofar as they are applicable to the Loans, the obligations and performance of each of the Parties hereunder or under the Origination Agreement, and any and all other matters relating to the subject matter of this Servicing Agreement and the Origination Agreement, including without

- 2 -

limitation: the Bank Service Company Act, the Consumer Financial Protection Act, the Gramm-Leach-Bliley Act (15 U.S.C. 6801-6809 for NPPI and 16 CFR Part 313 for privacy); the Interagency Guidelines Establishing Information Security Standards and the Interagency Guidelines Establishing Standards for Safeguarding Customer Information published by the Governmental Authorities regulating U.S. financial institutions; the Anti-Money Laundering Laws; state, federal and local licensing, usury, disclosure and consumer protection laws, rules and/or regulations; the federal Truth-in-Lending Act; the Equal Credit Opportunity Act; the Electronic Funds Transfer Act; the Fair Credit Reporting Act; the Fair and Accurate Credit Transactions Act of 2003 (15 U.S.C. § 1681 et seq.); Regulations B, E, P, V and Z of the Consumer Financial Protection Bureau and all regulations promulgated thereunder; Regulation O (12 CFR Part 215); the Fair Debt Collection Practices Act; the Servicemembers Civil Relief Act; the Military Lending Act; the USA PATRIOT Act; the Federal Trade Commission Act (including Section 5 thereof and the FTC Credit Practices Rule); the Dodd-Frank Act (including 12 U.S.C. 1036); the Telephone Consumer Protection Act; the CAN-SPAM Act (15 U.S.C. 7701 et seq.); E-SIGN; UETA and electronic disclosures and contracting laws; Right to Financial Privacy Act; the applicable state consumer legal remedies act and State adaptations of the National Consumer Act and of the Uniform Consumer Credit Code; and other consumer credit laws, collection laws and equal credit opportunity and disclosure laws; Executive Order 11246, including, without limitation, 41 CFR § 60-1.4(a); Sections 501, 503, 504 and 505 of the Rehabilitation Act of 1973; 38 U.S.C. 4212 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, including, without limitation, 41 CFR § 60-250.5 and 41 CFR 60-300.5; Executive Order 13201, the Occupational Safety and Health Act of 1970; the Immigration Reform and Control Act of 1986; the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Equal Pay Act of 1963; the Fair Labor Standards Act; the Family and Medical Leave Act of 1993; Title IX of the Education Amendments of 1972; and all judgments, requests, directives, demands, or similar orders of any Governmental Authority having authority, oversight jurisdiction or similar power over either of the Parties; as to Servicer that may receive at least $5,000,000 under the Origination Agreement, Federal Acquisition Regulations ( “FARs” ) 3.10, 52.203-13, 52.203-14, and related rules (including the requirements thereunder to maintain a written code of business ethics and conduct, provide a copy of such code to each employee engaged in performance of the Origination Agreement, display fraud hotline posters, and implement an ongoing business ethics and business conduct awareness program and internal control system consistent with the requirements of the FAR, and include the requirements set forth in this Section into subcontracts as provided in FAR 52.203- 13(d) and 52.203 14(d)); and the employment eligibility verification requirements of 48 CFR § 52.222-54 (E-Verify), the terms of which are incorporated herein by reference.

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records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.

“Audit” means an audit of Servicer’s internal procedures, records and systems with respect to its accounting, information technology, and operations functions, which Lender and its auditors shall be entitled to conduct at Lender’s sole expense (except as set forth elsewhere in this Servicing Agreement or the Origination Agreement) as frequently as reasonably requested, at a time to be reasonably agreed to by Servicer and Lender; provided, that Lender’s failure to exercise its right to conduct an Audit shall not act as a waiver of any of its rights or remedies under this Servicing Agreement or its right to conduct any future audits at any time.

“B-Notice” means an Internal Revenue Service backup withholding notice (also referred to as a CP2100 or CP2100A notice).

“Backup Servicer” means the backup servicer initially designated in writing by Lender to Servicer or any other backup servicer approved in writing by Lender.

“Bank Margin” means, for any Loan, the Bank Margin applicable to such Loan pursuant to Section 3.01 .

“ [*****].

“Billed” means any interest amount ever billed on a Loan whether or not immediately payable.

“Borrower Loan Document” has the meaning set forth in the Origination Agreement.

“Business Day” means a day that Lender is open for business in Atlanta, Georgia but excluding Saturdays, Sundays and legal holidays.

“Calculation Date” has the meaning set forth in Section 3.01 .

“ [*****].

“CIP” means Critical Infrastructure Protection.

“Collateral” means, collectively, the (i) Account Collateral and (ii) collateral for which a security interest is granted to Lender pursuant to Section 2.04(b) .

“Collections” means all cash, checks, notes, instruments, ACH Payments, and other items of payment.

“Complaints Register” has the meaning set forth in Section 7.01 .

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“Confidential Business Information” means any business information, other than Trade Secrets, that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as confidential information to a reasonably prudent Person with knowledge of the Disclosing Party’s business and industry.

“Contingency Plans” has the meaning set forth in Section 12.12 .

“Default” means (i) any breach or violation of, default under, contravention of, or conflict with, any Contract, Applicable Law, Order, or Permit, or any representation or warranty contained herein; (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Applicable Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Applicable Law, Order, or Permit.

“Deferral Period” means, for a Loan, a period of time initially exceeding one calendar month during which either (i) interest is Billed but no payment is due or (ii) only interest payments (and not principal payments) are due and payable on such Loan.

“Deferred Interest Loan” means either (i) a Loan that is in a Deferral Period and for which all Billed interest thereon will be waived if the related Borrower repays such Deferred Interest Loan in full prior to the end of such Deferral Period and/or (ii) a Loan that is in a Deferral Period and with respect to which Lender is obligated to rebate all or some portion of interest payments made on such Loan and reverse interest Billed but not paid on such Loan if such Loan is repaid or prepaid in full during such Deferral Period. For avoidance of doubt, Loans for which a Deferral Period has ended are no longer Deferred Interest Loans as of the first day after the last day of such Deferral Period.

“ [*****].

“Disclosing Party” means the Party disclosing any Proprietary Information hereunder, whether such disclosure is directly from or through the Disclosing Party’s personnel.

“Economic Participation” means on any date of determination the purchase by Servicer of an economic participation consisting of a 100% interest in a Loan, including the right to receive all payments, including without limitation principal, billed interest and fees, related to such Loan, and to the extent permitted by Applicable Law, all claims, suits, causes of action and any other right of Lender as the seller of such participation, whether known or unknown, against the Borrower of such Loan arising under or in connection with the Loan Documents or that is in

- 5 -

any way based on or related to any of the foregoing or the loan transactions governed thereby, against payment to Lender of an amount equal to the Outstanding Balance of such Loan.

“Effective Date” has the meaning set forth in the recitals.

“Execution Date” means the last date set forth on the signature page(s) hereto.

“ [*****].

“Financial Condition Event” has the meaning set forth in Section 4.02(k) .

“First Amended and Restated Servicing Agreement” has the meaning set forth in the Recitals.

“Force Majeure Event” means Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.

“Fraudulent Activity” means fraud, dishonesty, or wrongful acts or omissions by Servicer, Persons to whom Servicer subcontracted or delegated any of its obligations hereunder, or by any other Person, as the context requires, in connection with the activities contemplated by this Servicing Agreement.

“Funding Clearing Account” has the meaning set forth in the Origination Agreement.

“GreenSky ^® Program ACH Account” means the payment clearing custodial account established and maintained by Servicer at Fifth Third Bank, or such other bank selected by Servicer and reasonably acceptable to Lender, solely for the benefit of the lenders in the GreenSky ^® Program to receive electronic payments made on loans pursuant to the Automatic Clearinghouse payment system.

“GreenSky ^® Program Payment Clearing Account” means the payment clearing custodial account established and maintained by Servicer at Wells Fargo Bank, or such other bank selected by Servicer and reasonably acceptable to Lender, solely for the benefit of the lenders in the GreenSky ^® Program to (a) receive funds from the GreenSky ^® Program ACH Account for disbursement to the SunTrust DDA Account and other lenders’ custodial accounts, and (b) hold

- 6 -

payments from borrowers that initially are unable to be attributed to a Loan and disburse such funds to the SunTrust DDA Account and other lenders’ custodial accounts after identification.

“Indemnitee” has the meaning set forth in Section 6.01 .

“Lender Preventative Control” means Lender’s designated automated system by which Servicer shall submit an applicant’s information and receive Lender’s determination as to whether the applicant is prohibited from engaging in further business with Lender.

“Liability” has the meaning set forth in the Origination Agreement.

“ [*****].

“Loans” means loans funded by Lender pursuant to the Origination Agreement and other loans acquired by Lender where Lender and Servicer agree in writing that they shall be treated as Loans.

“Lockbox” means the address or post office box of the Lockbox Bank which is associated with accounts for the lenders in the GreenSky ^® Program and to which Borrowers are instructed to remit check payments on the Loans or such other address or post office box as may be established for such purpose in connection with this Servicing Agreement.

“Lockbox Bank” means Wells Fargo Bank, National Association or such other financial institution as selected by Servicer and reasonably acceptable to Lender.

“Marketing Materials” has the meaning set forth in the Origination Agreement.

“ [*****].

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“ [*****].

“Monthly Accounting” has the meaning set forth in Section 3.01 .

“NPPI” means non-public, personally identifiable information of applicants, Borrowers or other individuals, which has been provided to Lender or Lender’s agents and representatives by such Persons or their representatives or in connection with the application, origination or servicing of the Loan (e.g., credit reports), including information provided to Servicer in connection with the administration and servicing of the Loans. Unless otherwise specified, NPPI shall be Proprietary Information of Lender.

“OFAC List” has the meaning given to such term in Section 5.02(c) .

“Officer’s Certificate” means, unless otherwise specified in this Servicing Agreement, a certificate signed by the President, any Vice President or Chief Financial Officer of Lender or by the President, any Vice President or Chief Financial Officer of Servicer, as the case may be, or by the President, any Vice President or the Chief Financial Officer of a Successor Servicer.

“Origination Agreement” has the meaning set forth in the Recitals.

“Origination Papers” has the meaning set forth in Section 5.01(b) and shall include the documents and instruments referenced in Section 2.03 of the Origination Agreement.

“Outstanding Balance” means, on any date of determination, the original principal amount of the Loans made by Lender that have not been transferred (or an Economic Participation interest therein transferred) to Servicer or any other Person pursuant to the terms of this Servicing Agreement or the Origination Agreement, plus the amount of any interest, fees or other amounts charged to the related Borrowers subsequent thereto, minus any payments, credits, write-offs or other amounts credited to such Borrowers, all as contemplated by this Servicing Agreement.

“Payment Date” means, for any month, the seventh (7th) Business Day of the next succeeding month.

“Performance Fee” has the meaning set forth in Section 3.01(b) .

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“Portfolio Credit Losses” means, for each calendar month, an amount equal to (a) the Outstanding Balance of all Loans (i) that, as of the last day of such month were four (4) or more payments past due, or (ii) for which Servicer was aware and confirmed during such month that the sole Borrower or all Co-Borrowers (as applicable) are the subject of a bankruptcy or similar proceeding or have died, plus (b) to the extent Lender is not otherwise compensated therefor, the portions of the Outstanding Balance of all Loans that have been waived, forgiven, compromised or settled during such month (other than for Loans that previously were included in Portfolio Credit Losses pursuant to clause (a)). For the avoidance of doubt, in no event shall the Portfolio Credit Losses for a particular month include any amounts that previously were included in Portfolio Credit Losses for a prior month or for which Lender was otherwise compensated.

“ [*****].

“Potential Servicer Termination Event” means any occurrence of any event that with the passage of time or the giving of notice or both would constitute a Servicer Termination Event.

“Privacy Notice” means the notice required to be delivered by Lender pursuant to Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. and Regulation P, in the form provided by Lender to Servicer (with any changes to such form to be effective upon at least 14 calendar days’ advance notice).

“Privacy Policy” has the meaning set forth in the Origination Agreement.

“Program Agreements” has the meaning set forth in the Origination Agreement.

“Program Merchants” has the meaning set forth in the Origination Agreement.

“Proprietary Information” means Trade Secrets, Confidential Business Information, and NPPI. For sake of clarity, the Parties agree that Proprietary Information includes information regarding Borrowers and their Loans that is identifiable to a specific Borrower or Loan.

“ [*****].

“Rate” has the meaning set forth in Section 3.01(f) .

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“Rate Adjustment” has the meaning set forth in Section 3.01(f) .

“Receiving Party” means the Party receiving any Proprietary Information hereunder, whether such disclosure is received directly from or through the Disclosing Party’s personnel.

“Red Flags” means the “Identity Theft Red Flags and Address Discrepancy Rules” promulgated under Section 114 of the Fair and Accurate Credit Transactions Act of 2003 by the federal banking agencies and the Federal Trade Commission.

“Security Systems” has the meaning set forth in Section 9.01 .

“Service Transfer” has the meaning set forth in Section 4.02 .

“Servicer” has the meaning set forth in the Recitals.

“Servicer Intellectual Property” has the meaning set forth in Section 6.01(b) .

“Servicer Termination Event” has the meaning set forth in Section 4.02 .

“Servicing” has the meaning set forth in Section 2.01(b) .

“Servicing Fee” means (i) the fee as set forth in Section 3.01 or (ii) upon the appointment of a Successor Servicer, the customary fee charged by a Successor Servicer upon appointment.

“Servicing Reports” has the meaning set forth in Schedule A .

“Servicing Standard” has the meaning set forth in Section 2.01(b) .

“Settlement Date” has the meaning set forth in the Origination Agreement.

“SLA” means each Service Level Agreement set forth on Schedule D.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an

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unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount reported under GAAP.

“Sponsors” has the meaning set forth in the Origination Agreement.

“Subsidiary” means with respect to any Person (the “parent” ) at any date, any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of Servicer.

“Successor Servicer” has the meaning set forth in Section 4.03(a) .

“SunTrust Bank GreenSky ^® Program Credit Policy” has the meaning set forth in Schedule B of the Origination Agreement.

“SunTrust DDA Account” means a deposit account in the name of and owned by Lender at Wells Fargo Bank, National Association, or such other bank selected by Servicer to which Servicer has moved the Lockbox and the GreenSky ^® Program Payment Clearing Account and which is reasonably acceptable to Lender, for purposes of receiving Borrower payments from the Lockbox and the ACH payments from the GreenSky ^® Program Payment Clearing Account.

“ [*****].

“Termination Notice” has the meaning set forth in Section 4.02 .

“To the Best of Lender’s Knowledge” means Lender’s knowledge after diligent investigation.

“To the Best of Servicer’s Knowledge” means Servicer’s knowledge after diligent investigation.

“ [*****].

“Trade Secrets” mean trade secrets as defined under Georgia law, as amended from time to time, and will include without limitation and without regard to form, technical or non-

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technical data, formulae, patterns, compilations, programs, software programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, non-public forecasts, studies, projections, analyses, all Borrower data of any kind, or lists of actual or potential customers or suppliers, business and contractual relationships, or any other information similar to the foregoing that: (a) derives economic value, actual or potential, from not being generally known and not being readily ascertainable by proper means to other Persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For the sake of clarity, Trade Secrets will include, without limitation, information provided to Lender by any third parties, which Lender is obligated to hold in confidence.

“Traditional Loan” means a Loan that is not a Deferred Interest Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the state of Georgia.

“Underwriting Criteria” has the meaning set forth in the Origination Agreement.

“Written Complaints” has the meaning set forth in Section 7.01(b) .

Section 1.02. Other Definitional Provisions .

(a) All terms defined in this Servicing Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) All capitalized terms used here herein and not otherwise defined herein have meanings ascribed to them in the Origination Agreement.

(c) The words “hereof,” “herein” and “hereunder” and any words of similar import when used in this Servicing Agreement refer to this Servicing Agreement as a whole and not to any particular provision of this Servicing Agreement; and Section, Subsection and Schedule references contained in this Servicing Agreement are references to Sections, Subsections and Schedules in or to this Servicing Agreement unless otherwise specified. Unless the context otherwise requires, any singular noun shall be deemed to also include the plural of such noun, and any singular pronoun of a particular gender shall be deemed to also include the plural of such pronoun or equivalent pronoun of the other gender.

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Article II

Administration and Servicing of Loans

Section 2.01. Servicing .

(a) Servicer, an independent contractor, is hereby appointed by Lender to act as its agent to service, administer and collect all Loans substantially in accordance with the common servicing standards established for the GreenSky ^® Program as provided herein , and otherwise to enforce the rights of Lender in and under the Loans and to take such other actions as the agent of Lender and to exercise such powers, rights and remedies as are reasonably incidental thereto. Servicer accepts such appointment and agrees to perform the duties of Servicer pursuant to the terms hereof at all times until the earlier of the termination of this Servicing Agreement pursuant to Section 4.01 or upon the appointment of a Successor Servicer in accordance with Section 4.03 . Servicer will make Collections on the Loans in accordance with the procedures set forth on Schedule B. Servicer agrees and acknowledges that it is responsible on an ongoing basis for the acts and omissions of any subcontractor performing any services on behalf of Servicer for Lender or in connection with the Loans.

(b) Servicer agrees to service the Loans in accordance with the specific requirements set forth in this Servicing Agreement, the common servicing standards established for the GreenSky ^® Program and the Accepted Servicing Practices (such standard, the “Servicing Standard” ). Servicer’s duties shall include, but not be limited to, account opening, credit reporting, transaction processing, statement generation, reporting, billing of the Loans, loan repayment disbursements, management, administration, marketing, collection, customer service and consumer complaint identification, monitoring and resolution, in accordance, where applicable, with (i) the criteria established and adopted by Lender and set forth in this Servicing Agreement, as it may be amended from time to time, and on Schedule A annexed hereto, including the service level commitments and performance standards specified in Schedule D and Schedule E, and (ii) the terms of the Origination Agreement, as it may be amended from time to time, and any schedules thereto (“Servicing” ). For the sake of clarity, Servicing shall include, but not be limited to, servicing of the Loans as provided herein, including but not limited to documentation fulfillment (boarding), communication mailings, Borrower customer service and responding to inquiries of Borrowers related to the Loans, payment posting, loan payoffs processing, collections of the Loans, reporting any required tax information to Borrowers, including, without limitation, tax information reporting on IRS Form 1098-E and IRS Form 1099-C to Borrowers, as applicable, and the Internal Revenue Service, bankruptcy case management, and providing notices of adverse action as required on potential Borrower applications that are denied. Servicer shall provide Privacy Notices of Lender to Borrowers as applicable. Servicer further agrees to provide other services as Lender and Servicer determine are reasonable and customary in connection with the servicing of the Loans, as provided for herein. Servicer will maintain complete and accurate records related to Servicing and provide

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the reports to Lender as specified herein or as otherwise agreed to. All of the foregoing are included in the definition of “Servicing.”

(c) Servicer agrees to deliver to Lender the Servicing Reports in accordance with Schedule A and as otherwise agreed by Lender and Servicer.

(d) To the extent consistent with the Servicing Standard and as agent for Lender, and in Lender’s name, Servicer shall have authority to do all things on behalf of Lender in connection with Servicing that are reasonably necessary or desirable. Such authority includes, without limitation, filing chargebacks with the applicable payment card network, enforcing contractual rights to reimbursement or refunds from Program Merchants and Sponsors , and crediting Borrower(s) accounts. Notwithstanding the foregoing, until a Loan is ninety (90) or more calendar days past due, and thereafter until Lender has been compensated for the related Portfolio Credit Loss, Servicer shall not, without the prior written approval of Lender, (i) modify the material terms of the Loans, including, but not limited to, interest rate and maturity date, (ii) waive Borrower payment delinquencies, (iii) outsource collection of any Loan to a third party, except as permitted in Schedule B or to a Subsidiary of Servicer or (iv) take formal action or institute a Proceeding with respect to a Loan, it being acknowledged that Servicer may, without the prior written approval of Lender, take such actions set forth in (i) and (ii) above with respect to a Loan that is ninety (90) or more calendar days past due after Lender has been compensated for the related Portfolio Credit Loss. For the avoidance of doubt, to the extent legal title of a Loan has been effectively transferred out of Lender’s name pursuant to the terms of this Servicing Agreement, Servicer’s actions with respect to such Loan shall (i) no longer be governed by this Servicing Agreement and (ii) not be restricted.

(i) Notwithstanding the generality of the foregoing, for Lender’s benefit, Lender authorizes Servicer to settle all Borrower complaints and disputes on behalf of, and in the name of, Lender, provided that any individual settlement (a) does not involve a total amount (principal, Billed but unpaid interest, finance charges, and fees) of more than $20,000.00 and (b) does not involve a signed release from further liability of the Borrower or admission of liability of Lender or Servicer as agent of Lender. In the event that any such settlement amount would exceed $20,000.00 or require any such release or admission, Servicer will obtain advance settlement authority from Lender. Regardless of settlement amount, all settlement agreements and releases with respect to Loans for which Lender holds legal title shall require the prior written consent of Lender and shall be documented using settlement and release agreements in form and substance satisfactory to Lender.

(ii) Servicer and Lender agree that Servicer’s modification of the terms of a Loan, waiver of Borrower payment delinquencies pursuant to this Section 2.01(d) or other settlement shall have no effect upon the treatment of the Outstanding Balance of such Loan as a Portfolio Credit Loss.

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(e) (i) Without limiting the generality of the foregoing, Servicer, on behalf of and as agent of Lender, agrees to: (A) timely invoice each Borrower for all payments required to be paid by such Borrower in a manner that is consistent with the Servicing Standard, (B) direct each Borrower to remit such payments by making an ACH Payment or other form of payment in accordance with Section 2.01(e)(ii ), and (C) maintain with respect to each Loan, complete and accurate records in a manner that is consistent with the Servicing Standard.

(ii) Servicer shall instruct Borrowers to make all payments on the Loans as follows: (A) to the extent such payments are made by wire transfer, ACH or direct deposit, to the GreenSky ^® Program ACH Account, and Servicer shall cause such amounts to be swept daily to the GreenSky ^® Program Payment Clearing Account and to be transferred and posted daily on the same Business Day (if received on a Business Day, but otherwise on the next Business Day) to the SunTrust DDA Account , and (B) to the extent such payments are made by check, cash or other means, to the Lockbox, and Servicer shall cause such amounts to be swept and posted daily to the SunTrust DDA Account on the same Business Day (if received on a Business Day, but otherwise on the next Business Day) as such amounts are received in the Lockbox. In the event that Servicer shall at any time receive any payment with respect to any Loan directly from a Borrower, Servicer shall deposit such amount on the subsequent Business Day after receipt into the SunTrust DDA Account in the same form as received. Notwithstanding the foregoing, if any amounts that are received in the Lockbox or the GreenSky ^® Program ACH Account or that are received directly by Servicer are not accompanied by a payment coupon or otherwise are unidentifiable, Servicer may initially deposit such amounts in the GreenSky ^® Program Payment Clearing Account and shall forward such amounts, or direct such amounts to be forwarded (as applicable), to the SunTrust DDA Account in the same form received as soon thereafter as practicable after they are identified as being attributable to a Loan . All payments received by Servicer from a Borrower are received on behalf of Lender for immediate credit to Borrower’s loan account.

(iii) Servicer shall remedy any cash management errors in a timely manner and give notice to Lender of same.

(f) (i) Lender shall own and have reasonable access to all Borrower records maintained by Servicer including, but not limited to, the Loan Files, at such time and in such commercially reasonable manner as shall be requested by Lender and may market other products and services to the Borrowers as permitted by Applicable Law and the terms of the GreenSky® Program but subject to the limitations imposed by the Program Agreements and the Privacy Policy. Servicer may utilize such records for the purposes of marketing other non-depository products and services to the Borrowers as permitted by Applicable Law and the terms of the GreenSky® Program but subject to the limitations imposed by the Program Agreements as advised to Lender by Servicer and the Privacy Policy as advised to Servicer by Lender. Lender will share information with Servicer for such purposes based on the affirmative written authorization of the Borrower to Lender to share nonpublic financial information with Servicer in accordance with

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the restrictions set forth in the Privacy Policy and such authorization must be in a form reviewed and approved by Lender. Notwithstanding anything herein to the contrary, Servicer shall neither (i) market products and services to Borrowers in the context of a refinancing of an existing Loan nor (ii) use Lender’s name in the marketing materials used to market any financial products or services to Borrowers. Notwithstanding anything herein to the contrary, since the Loans are at all times the sole property of Lender, Lender shall have the unconditional right, at any time and from time to time, to take possession of the original Loan Files, and Servicer shall promptly deliver the same to Lender on Lender’s request, except to the extent that a Loan is transferred or an Economic Participation is granted (as applicable) pursuant to Sections 2.02 , 3.05 or 12.05(b)(ii) of this Servicing Agreement or Sections 2.06 or 7.05(b)(ii) of the Origination Agreement.

(ii) Compliance Testing. Servicer shall make its relevant facilities, personnel, systems, reports and records available to Lender, its agents or a Governmental Authority at any time, upon reasonable request, for statistical sampling of the Loans and for review of such other information and documents as Lender may reasonably request to enable Lender to determine Servicer’s compliance with this Servicing Agreement and the Origination Agreement.

(iii) Provision of Data. Servicer covenants that it will provide Lender with such information as Lender may reasonably request to enable Lender to determine Servicer’s compliance with this Servicing Agreement and the Origination Agreement.

(iv) Loan Files . Servicer shall maintain the Loan Files and provide access to the same to Lender or Lender’s designee or to any Governmental Authority as reasonably requested at any time. Lender may upon reasonable advance notice to Servicer periodically be allowed access to Servicer’s relevant facilities, personnel and records to monitor performance under and compliance with the terms of this Servicing Agreement and Lender’s vendor management requirements.

(v) Custody Procedure. Servicer shall hold all Loan Files and related documents serviced hereunder on behalf of Lender in its possession for a period of seven (7) years after the earlier of (a) the date upon which the Loan evidenced by such Loan File and related documents is paid in full or (b) the date upon which the Loan is removed from Servicer’s Loan servicing system. To the extent that Servicer has received any Loan Files that have an original, wet signature, Servicer shall (a) maintain such Loan Files in a fire resistant vault equipped with a fire suppression system that is connected to an alarm and a security locking system, (b) provide Lender with the location of such physical Loan Files and (c) provide Lender with sixty (60) calendar days’ advance notice of any change in the location of such physical Loan Files. Servicer shall create electronic records of all Loan Files and related documents at no additional cost to Lender and shall maintain such electronic records within its data system and in a back-up system. Upon

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request by Lender, Servicer shall as promptly as practicable supply Lender electronic copies of Loan Files and all related documents.

(vi) Lost or Damaged Records. In the event that records or other data submitted to Servicer in connection with the Servicing is lost or damaged while in the possession, control or custody of Servicer or its agents, Servicer shall use all reasonable efforts to reproduce such lost or damaged records or data at Servicer’s own cost and expense from image duplicates in Servicer’s possession or under Servicer’s control.

(g) If a Borrower’s address is within a geographic area determined by the President of the United States or the Governor of the applicable state to warrant individual, or individual and public, assistance from the federal government under the Disaster Relief and Emergency Assistance Act or similar state law and the Borrower indicates hardship in making the current monthly payments, Servicer may defer payments and extend the term up to four monthly payments.

(h) Delegation of Duties . So long as GreenSky acts as Servicer, Servicer may, at any time without notice or consent, delegate any duties under this Servicing Agreement to any wholly-owned Subsidiary of GreenSky; provided, however, that Servicer shall not be released of any of its obligations or responsibilities under this Servicing Agreement and shall be liable for any action or omission of any such wholly-owned Subsidiary as if such action or omission were an action or omission of Servicer.

Section 2.02. Treatment of Portfolio Credit Loss Loans . To the extent Lender has been reimbursed for all Portfolio Credit Losses with respect to a Loan pursuant to Section 3.01(a)(ii) , Lender shall transfer legal title to such Loan to Servicer to the extent Servicer maintains licenses necessary to own such Loans. To the extent Servicer does not maintain the necessary licenses to own such Loans, Lender instead shall grant to Servicer an Economic Participation in all such Loans; provided , that, to the extent Servicer later obtains the necessary licenses to own any such Loan, Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens on the date of such transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.02 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional

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cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender.

Section 2.03. Backup Servicing; Information to be Provided . Servicer agrees to provide access to data and Loan Files, on an ongoing basis, relating to the Loans to Lender or its designee (which may include the Backup Servicer) sufficient such that a Successor Servicer (or Lender to the extent it chooses to service the Loans) could immediately assume servicing of the Loans in the event of the termination of Servicer hereunder or the termination of this Servicing Agreement.

Section 2.04. Security Interest . (a) As security for the performance by Servicer of all the terms, covenants and agreements on the part of Servicer to be performed under this Servicing Agreement and the Origination Agreement, including the payment when due of all funds owing to Lender, Servicer hereby grants to Lender a security interest in all of Servicer’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located, and proceeds of the foregoing and agrees to, and will cooperate with Lender in requesting that LockBox Bank, enter into any deposit account control agreements reasonably requested by Lender to perfect its security interest in the Collateral.

(b) If the Origination Agreement does not create a valid ownership interest in Lender of the Loans, it constitutes a grant of a “security interest” (as defined in the UCC) in the Loans in favor of Lender, which is enforceable upon execution and delivery of the Origination Agreement, and the Origination Agreement shall be deemed to be a “security agreement” (as defined in the UCC). Upon the filing of the financing statement, Lender has a first priority perfected security interest in the Loans.

(c) Servicer authorizes Lender to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Collateral and all proceeds thereof without the signature of Servicer. This Servicing Agreement shall constitute a security agreement under Applicable Law.

(d) Servicer agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that Lender may deem necessary, to perfect, protect or more fully evidence the security interest granted to Lender in the Collateral, or to enable Lender to exercise and enforce its rights and remedies hereunder and thereunder.

(e) If Servicer fails to perform any of its obligations hereunder after five (5) Business Days’ notice from Lender, Lender may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of Lender incurred in

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connection therewith shall be payable by Servicer or offset by Lender as provided in Section 3.06 . Servicer irrevocably authorizes Lender and appoints Lender, as its attorney-in-fact to act on behalf of Servicer, to take all actions necessary in order to perfect Lender’s interest in the Collateral. This appointment is coupled with an interest and is irrevocable.

Article III

Monthly Accounting; [*****]; Payment Obligations

Section 3.01. Monthly Accounting; Calculation of Performance Fee [*****].

(a) No later than the sixth (6th) Business Day of each month during the term of this Servicing Agreement (the “Calculation Date” ), Servicer shall provide to Lender a monthly accounting with respect to the prior calendar month (the “Monthly Accounting” ) calculated as follows:

[*****]

Section 3.02. [*****]

Section 3.04. Payment of Servicing Fee and Performance Fee . [*****]

Section 3.05. [*****]

Section 3.06. [*****]

Article IV

Term; Servicer Termination Events

Section 4.01. Term . This Servicing Agreement shall begin on the Effective Date and terminate on the date that all Loans originated by Lender under the Origination Agreement have been repaid, unless sooner terminated as provided herein. Servicer shall not resign at any time for any reason. This Servicing Agreement amends and restates the First Amended and Restated Servicing Agreement, as amended and supplemented through the date hereof, but does not constitute a novation of any liabilities or other obligations of Servicer or Lender thereunder.

Section 4.02. Servicer Termination Events . If any one of the following events (a “Servicer Termination Event” ) shall occur:

(a) any failure by Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Lender to make such payment, transfer or deposit on or before the date occurring three (3) Business Days after the date such payment, transfer or

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deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Servicing Agreement or the Origination Agreement;

(b) failure on the part of Servicer to duly observe or perform in any material respect any SLA and which continues unremedied for a period of sixty (60) calendar days after the earlier of (x) the date on which Servicer becomes aware of such failure and (y) the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender;

(c) failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement or in the Origination Agreement (other than those referred to in Section 4.02(a) or (b) ) and which continues unremedied for a period of ten (10) calendar days after the earlier of (x) the date on which Servicer becomes aware of such failure and (y) the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender.

(d) Servicer shall assign or delegate its duties under this Servicing Agreement, except as permitted by Section 2.01(h) or Section 12.05 ;

(e) any representation, warranty or certification made by Servicer in this Servicing Agreement, the Origination Agreement, or in any certificate delivered pursuant to this Servicing Agreement or the Origination Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Loans, on the ability of Servicer to perform its obligations under this Servicing Agreement, the Origination Agreement or the Origination Papers or on the transactions contemplated hereunder in general;

(f) Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all its property, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of sixty (60) calendar days or an order or decree providing for such relief shall have been entered; or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

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(g) Servicer or any Person engaged by Servicer to act on its behalf shall engage in Fraudulent Activity at any time during the term of this Servicing Agreement or the Origination Agreement and Servicer does not remedy such Fraudulent Activity within thirty (30) calendar days (only if such Fraudulent Activity can be cured within such thirty (30) calendar day period) after the earlier of (x) the date on which Servicer becomes aware of such Fraudulent Activity and (y) the date on which notice of such Fraudulent Activity, requiring the same to be remedied, shall have been given to Servicer by Lender;

(h) [*****];

(i) [*****];

(j) Servicer shall alter its servicing practices in a manner that has a material adverse effect on the Loans, the ability of Servicer to perform its obligations under this Servicing Agreement, the Origination Agreement or the Origination Papers or on the transactions contemplated hereunder in general, and which material adverse effect continues for a period of thirty (30) calendar days after the earlier of (x) the date on which Servicer becomes aware of such material adverse effect and (y) the date on which notice of such material adverse effect shall have been given to Servicer by Lender;

(k) Servicer experiences a material deterioration in its financial condition such that Servicer is unable to fulfill its obligations under this Servicing Agreement in any material respect (such material deterioration in financial condition, a “Financial Condition Event” ), and such Financial Condition Event continues unremedied for a period of ninety (90) calendar days after the date on which notice of such Financial Condition Event shall either have been given to Lender by Servicer or to Servicer by Lender; or

(l) Any Governmental Authority requests or requires the Servicing to be terminated.

then, in the event of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been timely remedied, Lender, by written notice to Servicer (a “Termination Notice” ), may, subject to Section 4.03 , terminate all but not less than all of the rights and obligations of Servicer as Servicer under this Servicing Agreement and appoint a Successor Servicer.

After receipt by Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by Lender pursuant to Section 4.03 , all authority and power of Servicer under this Servicing Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer” ); and, without limitation, Lender is hereby authorized and empowered (upon the failure of Servicer to cooperate) to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of Servicer to execute or

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deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. Servicer agrees to cooperate with Lender and such Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Loans provided for under this Servicing Agreement, including all authority over all Collections which shall on the date of transfer be held by Servicer for deposit, or which have been deposited in the SunTrust DDA Account, or which shall thereafter be received with respect to the Loans, and in assisting the Successor Servicer. Servicer shall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement; but otherwise, Servicer shall remain obligated under and shall continue to perform its duties and obligations under the Program Agreements. Servicer shall within ten (10) Business Days after receiving the Termination Notice transfer its electronic records relating to the Loans and the Loan Files to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Loans in the manner and at such times as the Successor Servicer or Lender shall reasonably request. The Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests.

Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Termination Event (i) under paragraph (a) of this Section 4.02 for a period of ten (10) Business Days after the applicable grace period or (ii) under paragraph (b), (c), (e) or (h) of this Section 4.02 for a period of fifteen (15) Business Days after the applicable grace period, if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by a Force Majeure Event. The preceding sentence shall not relieve Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement and Servicer shall provide Lender with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Upon the occurrence of a Servicer Termination Event, Lender may exercise all remedies available to it in law and at equity with respect to the Collateral, including, without limitation, to instruct the bank(s) at which the Account Collateral is held to pay from the Account Collateral portions of the balance of such account pursuant to Section 9-607(a)(5) of the UCC up to the amounts owed to Lender pursuant to this Servicing Agreement and the Origination Agreement as satisfaction thereof.

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Section 4.03. Appointment of Successor Servicer .

(a) On and after the receipt by Servicer of a Termination Notice pursuant to Section 4.02 , Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Lender or until a date mutually agreed upon by Servicer and Lender. Lender shall as promptly as possible after the giving of a Termination Notice appoint on commercially reasonable terms a third party servicing entity selected by Lender in its sole discretion, or itself on commercially reasonable terms, as the successor servicer of this Servicing Agreement (the “Successor Servicer” ), and such Successor Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed as the Successor Servicer on commercially reasonably terms. Notwithstanding the foregoing, Lender shall, if Lender is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint an established institution qualifying as the Successor Servicer hereunder as the Successor Servicer.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions and collection of any payment of fees or expenses under this Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Servicing Agreement to Servicer shall be deemed to refer to the Successor Servicer (except that Servicer and not Successor Servicer shall continue to receive the Performance Fee due to Servicer under Section 3.01 ). In the event that Lender serves as the Successor Servicer, the Servicing Fee and the Performance Fee due to Servicer under Section 3.01 shall be reduced by any amount Lender is permitted to offset pursuant to Section 3.06 in addition to the reasonable amount that Lender would have to pay to an independent Successor Servicer in an arms’ length transaction, but in any event no more than the current Servicing Fee.

Article V

Representations, Warranties and Covenants

Section 5.01. Representations and Warranties of Servicer Relating to Servicer . As of the Effective Date and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with, Lender that:

(a) Organization; Qualification . Servicer is a limited liability company (or corporation) duly organized, validly existing and in good standing under the laws of the State of Georgia (or Delaware) and is duly licensed and/or qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so licensed and/or qualified, except where the failure to be so qualified or to have obtained such licenses, permits or approvals would not have a material adverse effect on

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Servicer, the Loans or the ability of Servicer to enter into and perform its obligations under this Servicing Agreement and the Origination Agreement.

(b) Capacity; Authority; Validity . Servicer has all necessary company power and authority to enter into this Servicing Agreement, the Origination Agreement and any other document or instrument delivered pursuant hereto (such other documents or instruments, collectively, the “Origination Papers” ) and to perform all of the obligations to be performed by it under this Servicing Agreement, the Origination Agreement and the Origination Papers. This Servicing Agreement, the Origination Agreement and the Origination Papers and the consummation by Servicer of the transactions contemplated hereby and thereby: (i) have been duly authorized by all company action of Servicer, (ii) have been duly executed and delivered by Servicer (or, with respect to Origination Papers required to be executed and delivered by Servicer after the date hereof, will be duly executed and delivered by Servicer when so required) and constitute the legal, valid and binding obligations of Servicer, enforceable in accordance with their terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general equity principles), (iii) do not contravene or cause Servicer to be in default under (A) Servicer’s governing documents, (B) any contractual restriction with respect to any debt of Servicer or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on or affecting Servicer or its property or (C) Applicable Law, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting Servicer or its property, and (iv) do not result in or require the creation of any adverse claim.

(c) No Conflicts; Defaults. Neither the execution and delivery of this Servicing Agreement or the Origination Agreement or the Origination Papers by Servicer nor the consummation of the transactions contemplated by this Servicing Agreement or the Origination Agreement and the Origination Papers by Servicer will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which Servicer is a party or by which Servicer is bound, including without limitation, any Program Agreement, (B) violate the articles of organization or the operating agreement (or certificate of incorporation or bylaws) of Servicer, (C) result in the creation of any Lien upon any of the Loans (except pursuant to the terms hereof), (D) require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound, or (E) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound. Servicer is not subject to any agreement with any Governmental Authority that would prevent the consummation by Servicer of the transactions contemplated by this Servicing Agreement or the Origination Agreement.

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(d) No Consent, etc. No consent of any Person (including, without limitation, any member or creditor of Servicer or any Program Merchant or Sponsor) and no consent, license, Permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained and delivered to Lender and any UCC filings Lender elects to make) in connection with the execution or delivery of this Servicing Agreement, the Origination Agreement or the Origination Papers by Servicer, the validity of this Servicing Agreement, the Origination Agreement or the Origination Papers with respect to Servicer, the enforceability of this Servicing Agreement, the Origination Agreement or the Origination Papers against Servicer, the consummation by Servicer of the transactions contemplated hereby, by the Origination Agreement or by the Origination Papers, or the performance by Servicer of its obligations hereunder, under the Origination Agreement and under the Origination Papers.

(e) Litigation. There is no pending or threatened claim, litigation, arbitration, investigation, action, suit, controversy or proceeding, against Servicer, or Servicer’s Assets, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity hereof or of the Origination Agreement, (ii) seeking to prevent the consummation of the transactions contemplated hereby or by the Origination Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect (A) Servicer’s performance of this Servicing Agreement or the Origination Agreement, or (B) the validity or enforceability of this Servicing Agreement or of the Origination Agreement.

(f) Licenses and Permits. Servicer has and maintains all licenses, authorizations, registrations, approvals and consents of Governmental Authorities necessary for (i) Servicer’s activities and business as currently conducted and (ii) the performance by Servicer of this Servicing Agreement, except in both (i) and (ii) where the failure to have such licenses, authorizations, registrations, appraisals and consents would not have a material adverse effect on Servicer, the Loans, or the ability of Servicer to perform its obligations under this Servicing Agreement or the Origination Agreement. Servicer has in effect all Permits necessary for it to own, lease, service or operate its Assets and to carry on its business as now conducted, and to perform its obligations under this Servicing Agreement, the Origination Agreement and the Origination Papers, and such Permits are in full force and effect, and there has occurred no Default under any such Permits except where the failure to have such permits would not have a material adverse effect on Servicer, the Loans, or the ability of Servicer to perform its obligations under this Servicing Agreement or the Origination Agreement. Servicer has provided Lender with a list of all licenses that Servicer holds as of the Effective Date.

(g) Communication with Borrowers. Servicer’s communications and actions between it, its personnel and any Borrower(s) or any other person with respect to

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Borrower(s) on any of the Loans are in compliance with Applicable Law in all material respects.

(h) Compliance with Law. Servicer is in compliance in all material respects with Applicable Law and Orders that relate in any way to this Servicing Agreement, the Origination Agreement, and the Origination Papers or the performance by Servicer of its obligations hereunder, under the Origination Agreement or under the Origination Papers. Servicer will re-perform any portion of its Servicing that fails to meet the foregoing warranties or any requirements under this Servicing Agreement or the Origination Agreement at Servicer’s sole expense. Servicer is not authorized to take any action in the name of, or on behalf of Lender, that would violate any Applicable Law. For purposes of this Servicing Agreement and the Origination Agreement, any act or omission by Servicer or its personnel under this Servicing Agreement or the Origination Agreement that may cause Lender to be in violation of Applicable Law, will also be deemed a violation of such Applicable Law by Servicer. Servicer is not:

(i) in Default under any of the provision of its operating agreement (or certificate of incorporation or bylaws) that would have a material adverse effect on the Loans, Servicer or on this Servicing Agreement or the Origination Agreement or the transactions contemplated hereby or thereby;

(ii) in Default under any Applicable Laws, Orders, or Permits that would have a material adverse effect on the Loans, Servicer or on this Servicing Agreement or the Origination Agreement; or

(iii) in receipt of any notification or communication from any Governmental Authority or the staff thereof (A) asserting that Servicer is not in material compliance with any of the Applicable Laws or Orders or Permits which such Governmental Authority enforces, (B) threatening to revoke any Permits the failure of which to have would have a material adverse effect on Servicer or the Loans or (C) requiring Servicer to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts the conduct of its business or in any manner related to capital adequacy, credit or reserve policies or management in any respect that would, in each case, cause a material adverse effect on Servicer or the Loans.

(i) Business Continuity. Servicer will fulfill its business continuity obligations pursuant to Section 12.12 .

(j) Insurance. Servicer has insurance consistent with the policies and amounts detailed in Schedule C.

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(k) Taxes. Servicer has filed (on a consolidated basis or otherwise) on a timely basis all material tax returns (including foreign, federal, state, provincial, local and otherwise) required to be filed and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from Servicer. No tax lien or similar adverse claim has been filed, and no such claim is being asserted, with respect to any such tax, assessment or other governmental charge other than claims being contested in good faith by appropriate procedures promptly instituted and diligently conducted for which adequate reserves have been made therefor in accordance with GAAP. Any taxes, fees and other governmental charges payable by Servicer in connection with the execution and delivery of this Servicing Agreement and the transactions contemplated hereby have been paid or shall have been paid if and when due.

(l) Accuracy of Information. All information heretofore furnished by Servicer and that will be furnished to Lender and its agents in connection with and for the purposes of this Servicing Agreement, the Origination Agreement, the other Origination Papers and the transactions contemplated herein and therein, including the Loans, now are accurate in all material respects on the date stated and will not contain any material misstatement of fact or omit to state any material fact necessary to make such information not misleading .

(m) Solvency. Servicer is Solvent.

(n) Investment Company Act. Servicer is not an investment company within the meaning of, or subject to registration and regulation under, the Investment Company Act of 1940, as amended.

(o) Title. Servicer owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person (other than Lender).

(p) No Liens. Other than the security interest granted to Lender pursuant to this Servicing Agreement, Servicer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. Servicer has not authorized any Person other than Lender as its attorney-in-fact to act on behalf of Servicer to take all actions necessary in order to perfect an interest in the Collateral.

(q) Servicing. Servicer is in compliance with Section 2.01 .

(r) No Material Adverse Effect. No event has occurred and is existing which would have a material adverse effect on the financial condition or operations of Servicer and its ability to perform its obligations hereunder or under the Origination Agreement or the Origination Papers.

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Section 5.02. Representations and Warranties of Servicer Relating to the Loans . As of the Effective Date and as of each Settlement Date, Servicer hereby represents and warrants to Lender that:

(a) No Prior Sale and No Encumbrance. Without Lender’s prior consent, Servicer will not take any action which would adversely affect Lender’s ownership interest in the Loans and Servicer will take all actions that are reasonably necessary to effect and maintain Lender’s ownership interest in the Loans. Servicer shall not create or suffer to exist (by operation of law or otherwise) any lien, encumbrance or security interest upon or with respect to any of the Loans which adversely affects Lender’s ownership interest in the Loans. Servicer shall immediately notify Lender of the existence of any such unauthorized lien, encumbrance or security interest and shall defend the right, title and interest in, to and under the Loans against all claims of third parties.

(b) Accuracy of Information. All information and documentation relating to the Borrowers or the Loans submitted to Lender by Servicer pursuant to this Servicing Agreement or the Origination Agreement are true and correct in all material respects and accurately reflect the status of each Loan and the indebtedness to which such documentation relates.

(c) Reasonable Steps. With respect to each Person assigned by Servicer to perform services for Lender, including originating and Servicing the Loans, Servicer has taken commercially reasonable steps (which shall be deemed to be satisfied through obtaining a background report from a commercially reasonable service): (a) to ensure that such Person has not been convicted of any felony or aggravated misdemeanor and has not been banned from the business of banking; (b) to verify that such Person, if performing services in the United States, is eligible to work in the United States in accordance with all Applicable Laws; and (c) to ensure that such Person is not on any list maintained by the United States Treasury Department’s Office of Foreign Assets Control (the “OFAC List” ) of persons, entities, or prohibited or restricted jurisdictions. Servicer has taken commercially reasonable steps to ensure that no Person to which Servicer subcontracts any work under this Servicing Agreement or the Origination Agreement is on the OFAC List. Neither Servicer nor any of its Subsidiaries are on the OFAC List. None of Servicer’s or its Subsidiaries’ officers or employees was, when hired, on the OFAC List. To Servicer’s knowledge, none of its or its Subsidiaries’ officers, directors or employees are currently on the OFAC List.

(d) Servicer maintains policies and procedures to detect relevant Red Flags that may arise in the performance of Servicer’s obligations and will take appropriate steps to address such Red Flags and to prevent and mitigate the effect of identity theft and will assist Lender in complying with Section 605A of the Fair Credit Reporting Act and implementing regulations. Servicer will conduct annual training on its Red Flags policy

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and provide reporting to Lender at least annually on it Red Flags policy and its effectiveness in addressing the risk of identity theft.

(e) Servicer maintains (i) a compliance management system to provide an internal control process for Servicer’s business functions and processes consistent with customary servicing industry practice and the Accepted Servicing Practices, (ii) a compliance training program acceptable to Lender, and (iii) a dedicated compliance officer who shall oversee compliance with Applicable Law with respect to the Loans, this Servicing Agreement and the Origination Agreement.

Section 5.03. Representations and Warranties of Lender . Lender represents and warrants to Servicer on the Effective Date and as of each Settlement Date as follows:

(a) Organization. Lender is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Georgia.

(b) Capacity; Authority; Validity. Lender has all necessary corporate power and authority to enter into this Servicing Agreement, the Origination Agreement and all Origination Papers to which Lender is a party and to perform all of the obligations to be performed by it under this Servicing Agreement, the Origination Agreement and all Origination Papers to which Lender is a party. This Servicing Agreement, the Origination Agreement and all Origination Papers to which Lender is a party and the consummation by Lender of the transactions contemplated hereby and thereby have been duly authorized by all corporate action of Lender, and this Servicing Agreement and the Origination Agreement have been duly executed and delivered by Lender (or, with respect to Origination Papers required to be executed and delivered by Lender after the Effective Date, will be duly executed and delivered by Lender when so required) and constitute the valid and binding obligation of Lender, enforceable in accordance with their terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other laws relating to or affecting creditors’ rights generally and by general equity principles).

(c) Conflicts; Defaults. Neither the execution and delivery of this Servicing Agreement or the Origination Agreement by Lender nor the consummation of the transactions contemplated by this Servicing Agreement and the Origination Agreement by Lender, will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance provided by the terms of any material contract, instrument or commitment to which Lender is a party or by which it is bound, (B) violate the certificate of incorporation or bylaws, or other equivalent organizational document of Lender, (C) require any consent or approval under any judgment, order, writ, decree, permit or license to which Lender is a party or by which it is bound, or (D) require the consent or approval of any other Person to any material contract, instrument or commitment to which Lender is a party or by which it is bound. Lender is not subject to any agreement

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with any regulatory authority having jurisdiction over Lender which would prevent the consummation by Lender of the transactions contemplated by this Servicing Agreement or the Origination Agreement.

(d) Litigation. There is no claim, litigation, proceeding, arbitration, investigation or controversy to which Lender is a party and by which it is bound which could reasonably be expected to adversely affect Lender’s ability to consummate the transactions contemplated hereby or under the Origination Agreement and, To the Best of Lender’s Knowledge, no such claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated, and no facts exist To the Best of Lender’s Knowledge which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy.

(e) No Consent, Etc. No consent of any Person (including without limitation any stockholder or creditor of Lender) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained and delivered to Servicer) in connection with the execution or delivery of this Servicing Agreement or the Origination Agreement by Lender, the validity of this Servicing Agreement or the Origination Agreement with respect to Lender, the consummation by Lender of the transactions contemplated hereby or by the Origination Agreement, or the performance of Lender of its obligations hereunder and under the Origination Agreement.

(f) Compliance with Laws. The Lender is a banking corporation whose deposits are insured by the Federal Deposit Insurance Corporation and has in effect all material Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and such Permits are in full force and effect, and, To the Best of Lender’s Knowledge, there has occurred no material Default under any such Permit. The Lender is not:

(i) in Default under any of the provision of its charter or bylaws that would have a material adverse effect on this Servicing Agreement or the Origination Agreement;

(ii) To the Best of Lender’s Knowledge, in Default under any Applicable Laws, Orders, or Permits applicable to its business or employees conducting its businesses that would cause a material adverse effect on the Loans, this Servicing Agreement or the Origination Agreement; or

(iii) in receipt of any notification or communication from any Governmental Authority or the staff thereof (A) asserting that Lender is not in material compliance with any of the Applicable Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any material Permits

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or (C) requiring Lender to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its respective business or in any manner relates to capital adequacy, credit or reserve policies or management in any material respect that would cause a material adverse effect on the Loans, this Servicing Agreement or the Origination Agreement.

Section 5.04. Covenants of Servicer . Servicer hereby covenants and agrees with Lender as follows:

(a) Compliance with Applicable Law. The Loans shall be serviced substantially in accordance with Applicable Law and customary origination, servicing and collection practices of prudent lending institutions that originate, make and/or service loans of the same type as the Loans. Servicer shall make available its relevant facilities, personnel, and records for examination or audit when reasonably requested by Lender to enable Lender, its agents and any Governmental Authority to determine Servicer’s compliance with Applicable Law and the provisions of this Servicing Agreement and the Origination Agreement.

(b) Servicer shall produce all relevant books, records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems (including customer service and whistleblower hotlines) and employees for examination or Audit when reasonably requested by Lender to enable Lender to determine Servicer’s compliance with Applicable Law, the provisions of this Servicing Agreement and the Origination Agreement.

(c) All Servicing that Servicer provides will comply with all applicable provisions set forth in Schedule E and in connection with any audits or examinations under this Section 5.04 .

(d) Independent Audit Requirements. (i) Servicer has and will during the term of this Servicing Agreement undergo (A) an annual data security assessment and (B) annual SOC I Type II audits. Servicer agrees to provide Lender within thirty (30) Business Days of the Execution Date, and subsequently within ten (10) Business Days of receipt from its auditor, a complete copy of (A) the most recent annual data security assessment, and (B) the then current SOC I Type II report.

(ii) As of a date on or before April 30, 2018, Servicer, at its expense, agrees to undergo an SSAE 16 SOC II Type I audit. Servicer shall deliver each SSAE 16 SOC II Type I audit to Lender within ten (10) Business Days of Servicer’s receipt thereof.

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(iii) Servicer, at its expense, agrees to undergo annual SSAE 16 SOC II Type II audits and to deliver to Lender a SSAE 16 SOC II Type II audit covering May 1, 2018 to October 31, 2018, and annually thereafter for the term of this Servicing Agreement, within ten (10) Business Days of Servicer’s receipt thereof.

(iv) Third Party Service Provider Representation and Warranty . Servicer’s third party service providers or subcontractors maintain commercially reasonable and industry standard security practices but in no event less stringent that Servicer maintains for Servicer Proprietary Information. Servicer will review its third party service providers or subcontractors annually to ensure such security practices are current and commercially reasonable, but in no event less stringent than those that it maintains for the security of Servicer Proprietary Information. In the event Servicer determines that its third party service providers or subcontractors fall below the standard that Servicer maintains for its own Proprietary Information, Servicer shall take the necessary steps to remediate such security practices, and if Servicer is unable remediate such security deficiency to Lender’s reasonable satisfaction, Lender may immediately terminate this Servicing Agreement.

(v) If Servicer uses one or more subcontractors to host, process, store, maintain NPPI and other Propriety Information or that are deemed critical to the GreenSky ^® Program by Servicer, Servicer will also furnish to Lender, at Servicer’s expense, annual SOC reports applicable for each such subcontractor related to its performance of the services, including but not limited to, SOC reports of Wells Fargo Bank and Fifth Third Bank (or such other banks providing lockbox or ACH services for the Loans).

(e) Annual Report of Accountants; Financial Statements and Other Information. Servicer agrees as follows:

(i) As soon as available and in any event within 120 calendar days after the end of each fiscal year of Servicer, Servicer shall provide Lender a copy of the annual audited financial statements for such fiscal year for Servicer and its Subsidiaries, or the consolidated group including Servicer, containing a consolidated balance sheet as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of Servicer and its Subsidiaries, or the consolidated group including Servicer, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by PriceWaterhouseCoopers or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present

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fairly in all material respects the financial condition and the results of operations of Servicer and its Subsidiaries for such fiscal year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

(ii) As soon as available and in any event within 30 calendar days after the end of each of its first three fiscal quarters of Servicer, Servicer shall provide Lender an unaudited consolidated balance sheet of Servicer and its Subsidiaries, or the consolidated group including Servicer, as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows of Servicer and its Subsidiaries, or the consolidated group including Servicer, for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of Servicer’s previous fiscal year;

(iii) Promptly following any request therefor, Servicer shall provide such other information regarding the results of operations, business affairs and financial condition of Servicer or any of its Subsidiaries as Lender may reasonably request; and

(iv) To deliver Servicing Reports in accordance with Schedule A.

(f) Audit Rights. Servicer acknowledges that Lender’s use and Servicer’s provision of Servicing may be audited periodically by Governmental Authorities in order to determine, among other things, whether the Parties and the Servicing are in compliance with Applicable Law. In order to comply with its obligation to monitor Servicer’s provision of Servicing under such Applicable Law, Lender, its agents, or an independent third party (bound by a nondisclosure provision substantially similar to that set forth below in this Servicing Agreement), as frequently as Lender requires, will have the right to conduct Audits/reviews of Servicer’s operations with respect to the Servicing to assess: (a) Servicer’s compliance with Applicable Law; (b) Servicer’s compliance with the terms and conditions of this Servicing Agreement; and (c) Servicer’s ability to perform under this Servicing Agreement and under the Origination Agreement. Such Audits will take place during Servicer’s regular business hours, if practical, and will be subject to: (y) as much advance notice as is practicable, but not less than three (3) calendar days’ advance notice however Servicer may request up to an additional seven (7) Business Days to comply (unless such notice defeats the purpose of the Audit); and (z) any limitations regarding Proprietary Information set forth in this Servicing Agreement. Lender will use its best efforts to not schedule an Audit/review on a date(s) on which Servicer is subject to an Audit or review by any other party. Servicer shall correct any deficiencies material to the Loans noted during any Audit within thirty (30) calendar days of receiving notice of such deficiencies. The scope of the Audits may

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include, but will not be limited to, interviewing Servicer’s personnel and reviewing any information relevant to the following:

(i) Servicer’s financial condition, as indicated by: company financials, including without limitation, the financial statements delivered pursuant to Section 5.04(e) ;

(ii) Servicer’s ability to conduct the Servicing using current systems or the need to make changes to current systems;

(iii) Servicer’s use of subcontractors or other third parties;

(iv) Licensing or registrations required for Servicer to provide Servicing;

(v) Continued adequacy of Servicer’s insurance coverage;

(vi) Servicer’s adequacy and adherence to its policies relating to internal controls and operational effectiveness;

(vii) Compliance with service level commitments and other Servicer performance requirements/metrics set forth in this Servicing Agreement and Schedule E;

(viii) Existence of any litigation or regulatory actions against Servicer which might adversely affect delivery to Lender of the Servicing;

(ix) Content of communications with and materials delivered to Borrowers, regardless of format or media; and

(x) Contingency plans testing and/or testing results.

The Parties recognize that any audit conducted by a Governmental Authority (whether of Lender or of Servicer) will not be subject to the limitations contained in this Servicing Agreement, but only to Applicable Law. Servicer agrees to make its facilities, personnel and records reasonably available to any Governmental Authority to audit the performance of Servicer under this Servicing Agreement and the Origination Agreement. Anything in this Servicing Agreement to the contrary notwithstanding, Servicer authorizes Lender to provide to any Governmental Authority for Audit or examination purposes, any information furnished by Servicer to Lender.

Servicer’s failure to use commercially reasonable efforts to comply with the provisions of this Section 5.04(f) in connection with an audit conducted by any

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Governmental Authority will be deemed a material breach of this Servicing Agreement, and Servicer will immediately reimburse Lender for any fine, penalty, fee, or other assessment that a regulator or other governmental or judicial authority imposes on Lender, which results from such breach.

(g) Suspicious Activity Monitoring; Customer Identification Program Compliance . Servicer agrees to (i) provide Lender with a daily data file in a format and containing such information as agreed to by the Parties and (ii) to allow Lender to conduct walkthrough testing of Servicer’s Customer Identification Program compliance upon reasonable advance notice.

(h) In order to support Anti Money Laundering initiatives of Lender, Servicer will call the Lender Preventative Control API service to determine whether Lender declines to fund a client for Anti Money Laundering risk reasons. While Servicer may call the Lender Preventative Control service prior to selecting the funding bank, Servicer will not share the results of that call with any other Person. In the event that the preventative control response is other than a prohibited response, which for the avoidance of doubt does not include responses outside the agreed to SLAs, approved, no response, time out, or error message, Servicer shall have the right to assign the Loan to Lender. In the event that Lender later identifies a prohibited Loan in the daily report that was assigned to Lender, Lender will promptly notify Servicer and the parties will work together to remove the prohibited Loan from Lender’s portfolio.

(i) Ownership Interests. Servicer will not sell, pledge, assign or transfer to any Person other than Lender, or take any other action inconsistent with Lender’s ownership of the Loans, or grant, create, incur, assume or suffer to exist any Lien (arising through or under Servicer) on, any Loan, whether now existing or hereafter created, or any interest therein, and Servicer shall not claim any ownership interest in the Loans and shall defend the right, title and interest of Lender in, to and under the Loans, whether now existing or hereafter created, against all claims of third parties claiming through or under Servicer. The foregoing shall not limit Servicer’s rights with respect to Loans after a transfer or grant under Section 2.02 .

(j) Notice of Liens. Servicer shall notify Lender promptly after becoming aware of any Lien or purported Lien on any Loan.

(k) Official Records. Servicer shall maintain this Servicing Agreement and the Origination Agreement as a part of its official records.

(l) Notices under Program Agreements. Servicer agrees to promptly deliver to Lender any and all notices it either receives from or delivers to Program Merchants or Sponsors to the extent such notices could have a material impact on the Loans, the ability of Servicer or Lender to perform their respective obligations under this Servicing

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Agreement, the Origination Agreement or the Origination Papers, the rights of Lender under this Servicing Agreement, the Origination Agreement or the Origination Papers or the transactions contemplated hereunder in general.

(m) Compliance Conditions. Servicer agrees to comply with the compliance conditions set forth in Schedule A, Schedule D and Schedule E attached hereto.

(n) [*****].

(o) Licenses . Servicer shall (i) maintain all licenses necessary to perform its obligations under this Servicing Agreement and the Origination Agreement, (provided, that if the failure to have any such licenses would not have a material adverse effect on Servicer, the Loans, or the ability of Servicer to perform its obligations under this Servicing Agreement or the Origination Agreement, then such failure shall not constitute a breach of this Section 5.04(p) ) and (ii) upon request, provide Lender with a list of all such licenses that Servicer holds.

(p) Consumer Facing Documents. Servicer shall make no material changes to the Borrower Loan Documents unless such changes are approved in advance by Lender in writing, which approval shall not be unreasonably withheld or delayed; provided , with respect to any proposed changes to the forms of Borrower Loan Documents, Lender shall be deemed to have approved any such changes if it fails to object in writing to such changes within ten (10) Business Days of Servicer’s proposal thereof to Lender.

(q) Collection Practices . Servicer shall make no material changes, amendments or modifications to the Collection Practices without the prior consent of Lender, which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if Lender does not object to a change contained in Servicer’s quarterly distribution of policy changes within ten (10) Business Days of Servicer’s distribution thereof.

(r) Notice Regarding Collateral . Servicer shall advise Lender in writing promptly following the earlier of (i) knowledge by Servicer and (ii) receipt by Servicer of written notice thereof, in reasonable detail of (i) any Lien asserted or claim made against any portion of the Collateral, (ii) the occurrence of any material breach by Servicer of any of its representations, warranties and covenants contained herein and (iii) the occurrence of any other event which would have a material adverse effect on the security interest of Lender in the Collateral or the collectability of all or a material portion of the Loans, or which would have a material adverse effect on the security interests of Lender.

(s) [*****].

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(t) Security Interest . Servicer agrees to cooperate (a) in the preparation and filing of any financing statements deemed necessary by Lender and (b) as provided in Section 2.04 of this Servicing Agreement with respect to Lender’s security interest in the Collateral.

(u) Cooperation in Sale and Securitization Efforts . In the event that Lender seeks to facilitate a sale or securitization of the Loans, Servicer will cooperate with Lender’s efforts, including: (i) considering reasonable amendments to this Servicing Agreement or the Origination Agreement (and requesting any required consents or approvals) to contemplate such sale or securitization transaction; (ii) considering a reasonable multi-party or similar agreement with Lender and other parties to the sale or securitization transaction (and requesting any required consents or approvals); and (iii) considering consent to any necessary assignments of obligations under this Servicing Agreement and the Origination Agreement (and requesting any required consents or approvals) in connection with such a sale or securitization transaction.

(v) Product Offerings . Absent the prior written consent of Lender, Servicer agrees to only arrange Loans that comport with the approved product offerings set forth on Schedule C to the Origination Agreement.

(w) Retitling of Certain Accounts; Intercreditor Agreement. Within ten (10) Business Days after the Execution Date, Servicer shall cause the records of the applicable depository bank to reflect the beneficial ownership of each lender in the GreenSky ^® Program in the GreenSky ^® Program Payment Clearing Account and the Funding Clearing Account. Within ninety (90) calendar days after the Execution Date, Servicer shall enter into an intercreditor agreement in a form reasonably acceptable to Lender covering the GreenSky ^® Program Payment Clearing Account and the Funding Clearing Account with all parties with interests in such accounts.

(x) [*****].

Section 5.05. Covenants of Lender. Lender covenants that it will provide Servicer with such information as Servicer may reasonably request to enable Servicer to determine Lender’s compliance with this Servicing Agreement and the Origination Agreement.

Section 5.06. Notice of Breach . Upon discovery by (i) Servicer of (A) a Servicer Termination Event or (B) a Potential Servicer Termination Event or (ii) Servicer or Lender of a breach of any of its representations, warranties or covenants set forth in this Article V , the Party discovering such event or breach shall give written notice to the other Party within three (3) Business Days following such discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice and does not constitute a waiver of such event or breach.

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Article VI

Indemnification

Section 6.01. Indemnification .

(a) Servicer Indemnification. Servicer shall indemnify Lender and its Affiliates, and their respective officers, directors, managers, employees and agents (each such indemnified Person being called an “Lender Indemnitee” ), against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, costs and expenses (including the reasonable fees, charges and disbursements of any attorney for any Lender Indemnitee as chosen by such Indemnitee), incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party arising out of, in connection with, or as a result of (i) any breach by Servicer of any representation, warranty or covenant of Servicer contained in this Servicing Agreement, (ii) the Fraudulent Activity by, Servicer or Persons contracted by Servicer under this Servicing Agreement, or breach of Servicer’s confidentiality or security obligations under this Servicing Agreement, or failure of Servicer to comply with Applicable Law, (iii) the activities of any Program Merchant or Sponsor, and/or the goods and/or services provided to any Borrower by any Program Merchant, Sponsor or any third party acting on behalf of a Program Merchant or Sponsor or (iv) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Servicing Agreement.

(b) Lender’s Indemnification. Lender shall indemnify Servicer and its Affiliates, and their respective officers, directors, managers, employees and agents (each such indemnified Person being called a “Servicer Indemnitee” ), against, and hold each Servicer Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, costs and expenses (including the reasonable fees, charges and disbursements of any attorney for any Servicer Indemnitee as chosen by such Servicer Indemnitee), incurred by any Servicer Indemnitee or asserted against any Servicer Indemnitee by any third party arising out of, in connection with, or as a result of (i) any breach by Lender of any representation, warranty or covenant of Lender contained in this Servicing Agreement, or (ii) Lender’s gross negligence or willful misconduct in the performance of its duties under this Servicing Agreement.

(c) Servicer Infringement Indemnity. Servicer, at its expense, will defend, indemnify, and hold each Indemnitee harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary, but as limited by this Article VI), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys’ fees and consultants’ fees, that arise out of or relate to third party claims of infringement of such third party’s patent, trade secret, copyright, or trademark or other intellectual property right as a result of Lender’s use of any Servicer Intellectual Property. For purposes of this Servicing Agreement “Servicer Intellectual Property” will include the following: licensed software, Servicing, systems and/or work product.

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(d) Specific Conditions and Additional Remedies Associated with Servicer’s Infringement Indemnity.

(i) Additional Remedies. In the event a court of competent jurisdiction makes a determination that any Servicer Intellectual Property infringes or otherwise violates any third party intellectual property right, or if Servicer determines that any Servicer Intellectual Property likely infringes or otherwise violates such third party’s intellectual property right, Servicer, at its option and sole expense, in addition to the indemnification obligation set forth above, will:

(A) modify the infringing portion of any Servicer Intellectual Property so as to make it non-infringing and non-violating, while maintaining equivalent functionality that is reasonably satisfactory to Lender;

(B) replace the infringing portion of any Servicer Intellectual Property with a non-infringing and non-violating solution having equivalent functionality that is reasonably satisfactory to Lender;

(C) obtain the right for Lender to continue using the infringing or violating portion of Servicer Intellectual Property; or

(D) if Servicer cannot provide Lender with option (A), (B) or (C) above, refund to Lender any fees that Lender has pre-paid for any Servicer Intellectual Property.

(ii) Conditions. Servicer’s intellectual property infringement indemnity obligations will not apply to the extent of any applicable third party claim resulting solely from:

(A) modifications to any Servicer Intellectual Property by any party other than Servicer or its authorized personnel that are made without Servicer’s written approval and only to the extent such modifications caused the infringement or violation;

(B) the combination of any Servicer Intellectual Property with other products, processes, or materials prohibited by Servicer in the applicable specifications if, but for such other products, processes, or materials, the infringement would not have occurred; or

(C) Lender’s use of any Servicer Intellectual Property other than in accordance with the terms and conditions of this Servicing Agreement or the applicable specifications relating to such Servicer Intellectual Property.

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(e) Damages. To the extent permitted by Applicable Law, no Servicer Indemnitee (with respect to a Lender Indemnitee) or Lender Indemnitee (with respect to a Servicer Indemnitee) will assert, whether in connection with an indemnification claim or otherwise, and each hereby waives, any claim against (i) any Lender Indemnitee or (ii) any Servicer Indemnitee, respectively, on any theory of liability, for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever (as opposed to actual and direct damages), but not including Lender’s potential claims for lost profits in trademark infringement cases (even if advised of the possibility thereof) arising in any way from the transactions contemplated under this Servicing Agreement, except to the extent that the Performance Fee or the Servicing Fee may be deemed to embody these types of damages; provided, that nothing in this clause (e) shall relieve either Servicer or Lender of any obligation it may have to indemnify any Servicer Indemnitee or Lender Indemnitee, as applicable, hereunder against indirect, incidental, special, punitive, exemplary or consequential damages asserted against such Servicer Indemnitee or Lender Indemnitee, as applicable, by a third party.

Article VII

Customer Complaint Process

Section 7.01. Customer Complaint Process . (a) Servicer will maintain a register, updated, at least weekly, detailing all customer complaints ( “Complaints Register” ), whether made verbally or in writing (including email), regarding Servicer (and relating to a Loan) or Lender or the Loan. Said Complaints Register shall outline the nature of the complaint, name of the Person making the complaint, the date, time and method by which the complaint was received, the date, time, and method by which a response was communicated, and details of actions taken or to be taken to resolve the complaint, with the name of all Servicer representatives who participated in receiving and/or resolving the complaint. In addition, Servicer will provide Lender with reasonable access to its written responses to Written Complaints upon Lender’s request. For purposes of this section, a “complaint” occurs when a Borrower or prospective Borrower (i) makes statement(s) or allegations to Servicer of wrongful or unethical conduct by Lender, its agents, employees, Affiliates or vendors or (ii) expresses serious dissatisfaction or confusion to Servicer with a product, term or business practice of Lender or the conduct of Servicer that cannot be resolved without escalation according to defined processes; neither of which is objectively frivolous.

(b) Servicer further agrees within five (5) Business Days of receipt, to forward to Lender all Written Complaints received. “Written Complaints” means any written complaint, subpoena, or allegation of material regulatory or legal violation relating to Servicer (and relating to a Loan) or Lender received from a Borrower, an attorney or other representative of a Borrower, or any Governmental Authority regarding any act, communication, or practice by Lender or Servicer (and relating to a Loan) or any of its employees, regardless of whether or not such complaint asserts a violation of any Applicable Law.

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(c) Servicer agrees that all employees or agents who receive and/or respond to complaints shall have been trained in the then current requirements of Applicable Law. Servicer shall upon request of Lender, as frequently as Lender shall determine to be reasonable or necessary, provide Lender with copies of Servicer’s training materials used in training its employees in the procedures for handling complaints.

(d) Copies of the entire Complaints Register and all Written Complaints shall be sent to such addresses and by such delivery at such times and by such methods as Lender shall specify in writing (including email).

Article VIII

Confidentiality of Proprietary Information

Section 8.01. Proprietary Information Access or Exchange . In the performance of this Servicing Agreement, each Party may disclose to the other Party certain Proprietary Information.

Section 8.02. Exclusions . Notwithstanding the definition of Proprietary Information above, Proprietary Information does not include any information that: (a) was in the Receiving Party’s possession before being disclosed to it by the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality known to the Receiving Party; (d) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Receiving Party without use of the Disclosing Party’s Proprietary Information; (f) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; or (g) is permitted to be disclosed pursuant to Section 2.03 of the Origination Agreement.

Section 8.03. Ownership and Restrictions on Use . The Receiving Party acknowledges and agrees that the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or a third party providing such information to the Disclosing Party, and the disclosure of such information to the Receiving Party does not confer upon it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Servicing Agreement. At all times and notwithstanding any termination or expiration of this Servicing Agreement, the Receiving Party agrees that it will: (a) hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except to carry out the purposes of this Servicing Agreement or as otherwise approved in writing by the Disclosing Party; (b) only permit access to the Proprietary Information of the Disclosing Party to those of its personnel who have a need to know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Servicing Agreement; (c) be responsible to the Disclosing Party for any third party’s use and disclosure of the Proprietary Information provided to such third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the

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purposes of this Servicing Agreement and for no other purpose whatsoever; and (e) use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in no event less than a reasonable degree of care, including without limitation, maintaining information security standards for such Proprietary Information as are commercially reasonable and customary for the type of information. Specifically, with regard to NPPI, Servicer will comply with the information security standards specific to such information set forth in this Servicing Agreement. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Neither Servicer nor its Affiliates nor their respective personnel will knowingly cause or permit any of Lender’s or its Affiliates’ Proprietary Information to be sent to or accessed from any location outside of the United States of America. This Section 8.03 is subject to the rights provided to Servicer in Section 2.01(f) .

Section 8.04. Required Disclosures . Except as otherwise provided herein, if the Receiving Party is required by a Governmental Authority or Applicable Law to disclose any of the Proprietary Information of the Disclosing Party, the Receiving Party must, if legally permissible: (a) first give written notice of such required disclosure to the Disclosing Party; (b) make a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which disclosure is required; (c) take reasonable steps to allow the Disclosing Party to seek to protect the confidentiality of the Proprietary Information required to be disclosed; and (d) disclose only that part of the Proprietary Information which, in the written opinion of its legal counsel, it is required to disclose. The foregoing requirements will not apply and are not intended to limit Lender’s ability to fully comply with requests for information from its regulators or the Internal Revenue Service. Notwithstanding anything to the contrary contained herein, Lender may share Proprietary Information of Servicer with Lender’s regulators or the Internal Revenue Service at any time as requested.

Section 8.05. Notice of Unauthorized Disclosures . Each Party to this Servicing Agreement will promptly notify the other Party in writing upon discovery of any unauthorized access, data breach, material loss or material unauthorized disclosure of the Proprietary Information of the other Party. Any unauthorized disclosure or loss of NPPI, regardless of context or amount of data, will be a material confidentiality breach pursuant this Servicing Agreement.

Section 8.06. Limit on Reproductions . The Receiving Party will not reproduce the Disclosing Party’s Proprietary Information in any form except as required to accomplish the intent of this Servicing Agreement. Any reproduction of any Proprietary Information by the Receiving Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

Section 8.07. Document Destruction, Information Erasure . Upon the earlier of: termination of this Servicing Agreement, the written request of the Disclosing Party, or at such

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later time, when no longer needed by either Party for fulfillment of its obligations under this Servicing Agreement or Applicable Law, each Receiving Party, except as prohibited by Applicable Law, will either: (a) promptly return to the Disclosing Party all documents and other tangible (including electronic) materials containing the Disclosing Party’s Proprietary Information, including all copies thereof in its possession or control; or (b) erase or destroy all such materials by the following methods, the foregoing notwithstanding, provided however that records shall not be destroyed prior to the time specified pursuant to applicable record retention timeframes, or alternatively such records are delivered to the Disclosing Party. If return, erasure, or destruction is not feasible, then the Receiving Party may, with the written consent of the Disclosing Party (which consent shall not be unreasonably withheld), maintain the Disclosing Party’s Proprietary Information in compliance with the requirements of the confidentiality and information security provisions of this Servicing Agreement; provided, however, that when the return, destruction, or erasure of any such materials becomes feasible for the Receiving Party, the Receiving Party must comply with the requirements of (a) or (b) above within sixty (60) calendar days.

Medium	Destruction Method
Hard copy	Shredding, pulverizing, burning, or other permanent destruction method
Electronic tangible media, such as disks, tapes	Destruction or erasure of the media
Hard drive or similar storage device	Erasure or elimination of Proprietary Information from the device

Section 8.08. Equitable Relief . If either Party should breach or threaten to breach any provision of this Article XIII of the Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Section 8.08 . Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party as a result of a breach of this Section 8.08 . In the event that either Party should seek an injunction hereunder, the other Party hereby waives any requirement for the submission of proof of the economic value of any Proprietary Information or the posting of a bond or any other security.

Section 8.09. Survival . Notwithstanding any termination of this Servicing Agreement, all of the Receiving Party’s nondisclosure and use obligations pursuant to this Article VIII of this Servicing Agreement will survive: (a) for three (3) years after termination with respect to any Confidential Business Information received prior to such termination; (b) with respect to Trade

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Secrets, for so long as such information continues to constitute a trade secret under Applicable Law; and (c) with respect to NPPI, for so long as required by Applicable Law.

Section 8.10. Prior Agreements . The provisions set forth in this Servicing Agreement supersede any previous agreement between the Parties relating to the protection of any Proprietary Information.

Section 8.11 . Portfolio Data . Notwithstanding anything to the contrary contained in this Servicing Agreement, Servicer may share any aggregate portfolio data associated with the Loans that does not contain NPPI or other personal identifying information in accordance with Applicable Law; provided that such shared portfolio data is not attributed to Lender.

Section 8.12 . Information Related to Tax Structure and Treatment . It is the Parties’ mutual intent that the tax structure and tax treatment of the transactions contemplated by this Servicing Agreement will not be confidential and, that notwithstanding anything herein to the contrary, each Party and its personnel may disclose to any and all Persons, without limitation of any kind, the tax structure and tax treatment of the transactions contemplated herein such that the transactions will be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and any comparable provision in the law of any other jurisdiction.

Article IX

Information Security

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Servicer has knowledge that results in (i) unauthorized access to Lender Proprietary Information or could reasonably be expected to do so, or (ii) Lender Proprietary Information being made inaccessible or unreasonable to Servicer or Lender; (b) the consequences of the breach; and (c) Servicer’s corrective action. If Lender is required to notify its customers, employees, or regulators of a breach of the Security Systems affecting Lender’s Proprietary Information, at Lender’s option, Servicer will either notify Lender’s customers, employees, or regulators of the breach or reimburse Lender for the cost of these notifications.

Section 9.03. Information Security Audits . During the term of this Servicing Agreement and for one (1) year following termination:

(a) Audit Scope. Solely to assess the effective protection of the Lender Proprietary Information, Lender may conduct annual remote or on-site audits of Servicer, at Lender’s discretion and expense (except as set forth below), to review the Security Systems at any time during Servicer’s regular business hours upon at least three (3) Business Days’ prior notice to Servicer. However, if there is an actual breach of the Security Systems, Lender or its agents may conduct additional audits. The audits may be performed by Lender, its agent, or an independent third party bound by nondisclosure provisions substantially similar to those in this Servicing Agreement, and may include reasonable testing of the Security Systems, including without limitation, periodic vulnerability scans. The Parties will schedule the testing at a mutually agreeable time and will cooperate in structuring the tests so as to use reasonable, industry- standard precautions to minimize risks to the Security Systems and to avoid harming the rights and interests of Servicer or any third parties. Servicer will provide Lender with reasonable assistance and information necessary for the performance of the testing, including reasonable access to its logs, policies, records, and other materials (solely as related to Lender Proprietary Information), and to Servicer personnel reasonably required for Lender to perform the audit. Lender will reasonably determine the extent and methodology of the testing subject to the approval of Servicer, the approval not to be unreasonably withheld, conditioned or delayed. Servicer agrees to make available to Lender the results of any third party’s or its own testing, monitoring and auditing of the Security Systems both in general and as relates to Lender Proprietary Information, provided, that Servicer will not be required to make available any results which would breach its confidentiality obligations to any third party.

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(b) Audit Findings/Remediation. If an audit reveals that the Security Systems do not effectively protect any Lender Proprietary Information or do not otherwise meet the information security requirements of Lender, its regulators, or the provisions of Applicable Law, then Servicer will complete and install modifications to the Security Systems, the cost, expense, and allocation of which will be borne by Servicer. If Servicer is unable to complete and install adequate modifications within the lesser of (i) the time frame agreed by the Parties, or (ii) the time period required by Applicable Law, then Lender may immediately terminate this Servicing Agreement without penalty, notwithstanding any other provisions in this Servicing Agreement.

(c) Audit Costs. Lender will reimburse Servicer’s reasonable direct expenses associated with the audit ( e.g. , reasonable copy charges or other reasonable standard expenses), but not any other expenses, such as a charge for access to Servicer personnel or other sources of information. Lender will bear the agreed upon cost of any audit unless the audit is in response to a security breach that impacts, or could reasonably be presumed to impact, Lender Proprietary Information, in which case Servicer will bear the cost of the audit.

Section 9.04. Modifications to Agreements . To the extent that regulations promulgated under any Applicable Law require additional or modified security, privacy, or confidentiality agreements between financial institutions and third party suppliers, Servicer agrees that it will execute the additional or modified agreements as reasonably required by Lender.

Article X

Non-Solicitation

Article XI

Technology License

In furtherance of the activities contemplated by this Servicing Agreement, Servicer grants Lender a non-exclusive, nontransferable, nonsublicensable, revocable license to use Servicer’s GreenSky ^® Program technology platform (the “ Licensed Technology ”) during the period that Servicer is acting as the servicer under this Servicing Agreement solely for the purposes of, and in connection with, Lender’s participation in the GreenSky ^® Program. Lender acknowledges and agrees that Servicer will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Technology (including any and all modifications or derivative works thereof)

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and all intellectual property rights relating thereto, and Lender does not and will not have or acquire any ownership interest in the Licensed Technology (or any modifications or derivative works thereof) or any intellectual property rights relating thereto under or in connection with this Servicing Agreement.

Article XII

Miscellaneous Provisions

Section 12.01. Amendment . This Servicing Agreement may not be modified or amended except by a writing executed by the Parties hereto.

Section 12.02. Governing Law . This Servicing Agreement shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 12.03. Notices . All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when actually delivered by a nationally recognized overnight courier, or, if rejected by the addressee, when so rejected, or, if mailed, three (3) Business Days after deposit in the United States mail, as certified or registered mail postage prepaid, directed to the address shown as follows:

	If to Servicer:

	GreenSky, LLC
	Glenridge Highlands 2
	5565 Glenridge Connector, Suite 700
	Atlanta, GA 30342
	Attention: President

	With a copy to:

	GreenSky, LLC
	Glenridge Highlands 2
	5565 Glenridge Connector, Suite 700
	Atlanta, GA 30342
	Attention: General Counsel

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	If to Lender:

	SunTrust Bank
	303 Peachtree Center Ave., NE
	Suite 400
	Atlanta, GA 30308
	Attention: EVP, Consumer Lending Executive

	With a copy to:

	SunTrust Bank
	303 Peachtree St., NE, 9th Floor
	Atlanta, GA 30308
	Attention: Managing Attorney—Consumer
	Email: ###############@SunTrust.com

Section 12.04. Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Servicing Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Servicing Agreement and shall in no way affect the validity or enforceability of the other provisions of this Servicing Agreement.

Section 12.05. Assignment .

(a) This Servicing Agreement is binding upon the Parties and their successors and permitted assigns. Neither Party may assign this Servicing Agreement or any of its rights or obligations hereunder to any Person that is not an Affiliate without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person that is not an Affiliate, without such prior written consent, shall be void.

(b) Notwithstanding Section 12.05(a) ,

(i) Lender may assign this Servicing Agreement, in whole or in part, upon thirty (30) calendar days’ advance written notice to Servicer, and Lender may sell, assign or convey or grant a security interest in all or part of the Loans originated by it to any Person without limitation or restriction; provided, that Lender’s assignee and any Person that acquires any interest in the Loans agrees to be bound by the terms of this Servicing Agreement and the Origination Agreement; and

(ii) [*****].

Section 12.06. Further Assurances . Servicer and Lender agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or

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reasonably requested by the other Party more fully to effect the purposes of this Servicing Agreement.

Section 12.07. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of Servicer or Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 12.08. Counterparts . This Servicing Agreement may be executed in two or more counterparts (and by different Parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 12.09. Merger and Integration . Except as specifically stated otherwise herein, this Servicing Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, including the First Amended and Restated Servicing Agreement, are superseded by this Servicing Agreement.

Section 12.10. Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 12.11. Survival of Representations and Warranties, Covenants and Indemnities . All representations, warranties, covenants, indemnities and agreements contained in this Servicing Agreement shall remain operative and in full force and effect and shall survive the termination of this Servicing Agreement.

Section 12.12. Business Continuity .

(a) A Force Majeure Event will obligate and require Servicer to commence and successfully implement disaster recovery and restoration of all Lender proprietary information and all other data and information that Servicer is obligated to maintain pursuant to this Servicing Agreement and the Origination Agreement. Servicer will at all times maintain documented business continuity, contingency, disaster recovery, incident response and crisis management plans, procedures and capabilities with respect to the Servicing, including a plan providing for the recovery of Lender proprietary information and all other data and information that Servicer is obligated to maintain pursuant to this Servicing Agreement and the Origination Agreement in the priority order as shall be mutually agreed between Lender and Servicer from time to time that meet all requirements of a Governmental Authority, if any, and Applicable Law (collectively, “Contingency Plans” ). Servicer will store and safeguard storage media containing data when in the custody of Servicer. Servicer will protect all systems, applications, and database backups by using appropriate technologies. Backups are scheduled in a production

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mode by an automated scheduling system such that a full backup is available each day. Servicer will maintain backup servers and telecommunications connections for all data storage. Servicer’s disaster recovery and contingency plans, equipment, software and telecommunications connections will enable Servicer to provide the Servicing and restoration of Loan data and information on and from such backup servers within twenty-four hours of any disruption of its primary servers, and a plan for the transition back to Servicer’s principal facilities upon cessation of the disaster or recovery from the business interruption that can be expeditiously implemented. Servicer will make its contingency plans available to Lender on request and will provide Lender with at least sixty (60) calendar days’ prior written notice of any contemplated changes in such plans that might adversely affect the Servicing, Lender or its personnel. Servicer will test its disaster recovery capabilities at least once each calendar year, and will provide such test results to Lender upon request. Lender has the right to reasonably request the ability to actively participate in Servicer’s disaster recovery testing in order to validate the interoperability of Lender’s business continuity and recovery processes. Unless otherwise agreed to by the Parties in writing or described in the applicable Servicer contingency plan, Servicer shall have sufficient capacity and/or contingency plans to ensure that there is no material degradation in service or service levels, as applicable, to Lender.

(b) Upon Lender’s reasonable request, Servicer will respond to Lender’s questionnaire which will address the assessment of Servicer’s continuity abilities, including, if applicable, results of testing, audits, regulatory requirements and guidelines. Further, if reasonably requested by Lender, Servicer will provide Lender with a summary of the most recent testing results of its continuity plan.

(c) Use of Third Parties for Disaster Recovery . If Servicer uses third parties to provide equipment, software, and telecommunications connections for disaster recovery and contingency planning, then Servicer’s agreements with such third parties must contain provisions that meet or exceed those provisions set forth above in this Section 12.12 .

Section 12.13. Tax Reporting .

(a) Servicer currently reports applicable tax information to Borrowers and the Internal Revenue Service. If Servicer wishes to issue the applicable tax forms under Lender’s tax identification number, in the last quarter of each year prior to filing, Servicer will provide Lender with each Internal Revenue Service form that will be generated on Lender’s behalf for approval by Lender’s tax department prior to usage each year. Each Internal Revenue Service form must be approved by Lender before December 15th of the year prior to filing. On or before April 1st of each year, or if such day is not a Business Day, the next succeeding Business Day, Lender will provide to Servicer the appropriate Lender EIN(s) to be used in submitting tax information to Borrowers and the Internal Revenue Service. On or before April 7th of each year, or if such day is not a Business Day, the next succeeding Business Day, Servicer will provide to Lender’s corporate tax department (i) the name and EIN used to submit tax information to the Internal Revenue Service on Lender’s behalf, (ii) the volumes and dollar amounts per form that were

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submitted to the Internal Revenue Service on Lender’s behalf, (iii) the date each form was mailed to Borrowers and the date each form was submitted to the Internal Revenue Service, (iv) a copy of the file submitted to the Internal Revenue Service that can be accessed by Lender, and (v) a copy of the confirmation from the Internal Revenue Service that the file was received and was in good form for filing.

(b) Servicer will respond to all B-Notices related to tax filings done by Servicer under Lender’s name and taxpayer identification number. Servicer will provide Lender with first B-Notice letter, second B-Notice, and Form W-9 letters for approval by Lender’s tax department prior to usage each year. Servicer will provide to Lender’s corporate tax department (i) the volumes of B-Notices submitted to the Internal Revenue Service on Lender’s behalf, and (ii) the date the B-Notices responses were mailed to Borrowers.

(c) Lender’s corporate tax department shall have the option to test Servicer’s tax information annually, including but not limited to, reporting data submissions in accordance with testing guidelines, randomly selecting samples, comparing samples back to source system data, comparing samples to Form W-9 and supporting documentation, and comparing samples to agreements for proper presentation. Servicer will assist Lender’s corporate tax department as requested and make corrections if needed.

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In Witness Whereof , Servicer and Lender have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

GreenSky, LLC

By:	/s/ David Zalik
	Name:	David Zalik
	Title:	Chief Executive Officer
	Date:

SunTrust Bank

By:	/s/ Timothy S. Mueller
	Name:	Timothy S. Mueller
	Title:	Executive Vice President
	Date:	02/02/17

Signature Page to
Second Amended and Restated Servicing Agreement

Amendment No. 1

to Second Amended and Restated Servicing Agreement

This Amendment No. 1 to Second Amended and Restated Servicing Agreement (this “ Amendment ”), dated as of September 5, 2017 (the “ Effective Date ”), by and among GreenSky, LLC, a Georgia limited liability company (“ Servicer ”), GreenSky Servicing, LLC, a Georgia limited liability company (“ GreenSky Servicing ”), and SunTrust Bank, a Georgia banking corporation (“ Lender ”).

Witnesseth:

Whereas , Servicer and Lender previously entered into that certain Second Amended and Restated Servicing Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ LSA ”), dated as of December 31, 2016;

Whereas , Servicer and Lender desire to amend the LSA to modify and clarify certain terms therein;

Whereas , GreenSky Servicing desires to be bound to the provisions of the LSA; and

Whereas , pursuant to Section 12.01 of the LSA, Servicer and Lender agree to amend the LSA pursuant to the terms and conditions set forth herein;

1. Definitions . Capitalized terms not otherwise defined herein shall have the meanings given to them in the LSA.

2. Amendments to the LSA.

Subject to the satisfaction of the conditions precedent set forth in Section 6 below, the LSA shall be and hereby is amended as follows:

(a) The definition of “ GreenSky® Program ACH Account ” in Section 1.01 of the LSA shall be amended to add the following sentence to the end of the current definition:

On or prior to September 15, 2017, the GreenSky® Program ACH Account shall be titled “GreenSky Servicing, LLC, ACH Clearing FBO GSky Prgm Lenders” or such other title selected by Servicer and reasonably acceptable to Lender.

(b) The definition of “ GreenSky® Program Payment Clearing Account ” in Section 1.01 of the LSA shall be amended to add the following sentence to the end of the current definition:

On or prior to September 15, 2017, the GreenSky® Program Payment Clearing Account shall be titled “GreenSky Servicing, LLC, Payment Clearing Account FBO GreenSky Program Lenders” or such other title selected by Servicer and reasonably acceptable to Lender.

(c) Section 3.01(j)(i) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(j) (i) [*****].

(d) The first sentence of Section 5.04(w) of the LSA is hereby amended and restated to read as follows:

Within ten (10) Business Days after the Execution Date, Servicer shall cause the records of the applicable depository bank to reflect the beneficial ownership of each lender in the GreenSky® Program in the GreenSky® Program ACH Account, the GreenSky® Program Payment Clearing Account and the Funding Clearing Account, and, on or prior to September 15, 2017, the GreenSky® Program ACH Account shall be titled “GreenSky Servicing, LLC, ACH Clearing FBO GSky Prgm Lenders”, the GreenSky® Program Payment Clearing Account shall be titled “GreenSky Servicing, LLC, Payment Clearing Account FBO GreenSky Program Lenders” and the Funding Clearing Account shall be titled “GreenSky Servicing, LLC, Funding Clearing Account FBO GreenSky Program Lenders” or such other titles selected by Servicer and reasonably acceptable to Lender.

3. GreenSky Servicing Acknowledgement . GreenSky Servicing hereby acknowledges and agrees to be bound by and comply with the covenants of Servicer contained in the LSA and this Amendment as if it were an original party thereto.

4. Representations of Servicer and Lender . Each of Servicer and Lender hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in the LSA are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date).

5. Representations of GreenSky Servicing . GreenSky Servicing hereby represents and warrants to the parties hereto that GreenSky Servicing has all necessary company power and authority to enter into this Amendment and to perform all of the obligations to be performed by it under this Amendment and the LSA. This Amendment and the consummation by GreenSky

Servicing of the transactions contemplated hereby: (i) have been duly authorized by all company action of GreenSky Servicing, (ii) have been duly executed and delivered by GreenSky Servicing and constitute the legal, valid and binding obligations of GreenSky Servicing, enforceable in accordance with their terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general equity principles), (iii) do not contravene or cause GreenSky Servicing to be in default under (A) GreenSky Servicing’s governing documents, (B) any contractual restriction with respect to any debt of GreenSky Servicing or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on or affecting GreenSky Servicing or its property or (C) Applicable Law, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting GreenSky Servicing or its property, and (iv) do not result in or require the creation of any adverse claim.

6. Conditions Precedent . The effectiveness of this Amendment is subject to the receipt by the parties hereto of a fully executed counterpart of this Amendment from each party.

7. Amendment . The parties hereto hereby agree that the provisions and effectiveness of this Amendment shall apply to the LSA as of the date hereof. Except as amended by this Amendment, the LSA remains unchanged and in full force and effect. This Amendment shall constitute a transaction document.

8. Counterparts . This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The delivery of an executed counterpart hereof by facsimile or .pdf shall constitute delivery of an executed counterpart hereof.

9. Captions . The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.

10. Successors and Assigns . The terms of this Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

11. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Governing Law . This amendment shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[Signatures appear on following page.]

In Witness Whereof , Servicer, Lender and GreenSky Servicing have each caused this Amendment to be duly executed by their respective duly authorized officers as of the Effective Date.

	GreenSky , LLC

	By:	/s/ Timothy Kaliban
		Name: Timothy D. Kaliban
		Title: President

	SunTrust Bank

	By:	/s/ Melissa Baldwin
		Name: Melissa Baldwin
		Title: Managing Attorney

Acknowledged and Agreed:

GreenSky Servicing , LLC

By:	/s/ William Still Jr.
	Name: William R. Still, Jr.
	Title: Secretary

Signature Page to Amendment No.
1 to Second Amended and Restated
Servicing Agreement

Amendment No. 2
to Second Amended and Restated Servicing Agreement

This Amendment No. 2 to Second Amended and Restated Servicing Agreement (this “ Amendment ”), dated as of January 1, 2018 (the “ Effective Date ”), by and among GreenSky, LLC, a Georgia limited liability company (“Servicer”), GreenSky Servicing, LLC, a Georgia limited liability company (“ GreenSky Servicing ”), and SunTrust Bank, a Georgia banking corporation (“ Lender ”).

Witnesseth:

Whereas , Servicer, GreenSky Servicing and Lender previously entered into that certain Second Amended and Restated Servicing Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ LSA ”), dated as of December 31, 2016;

Whereas , Servicer, GreenSky Servicing and Lender desire to amend the LSA to modify and clarify certain terms therein; and

Whereas , pursuant to Section 12.01 of the LSA, Servicer, GreenSky Servicing and Lender agree to amend the LSA pursuant to the terms and conditions set forth herein;

13. Definitions . Capitalized terms not otherwise defined herein shall have the meanings given to them in the LSA.

14. Amendments to the LSA .

Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the LSA shall be and hereby is amended as follows:

(a) Section 3.01(f)(i)(A) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(A) [*****].

(b) Section 3.01(f)(vi) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(vi) [*****].

(c) Section 3.01(f)(vii) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(vii) [*****].

(d) Section 3.01(g)(i) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(g) (i) [*****].

(e) Section 3.01(g) of the LSA is hereby amended by adding a new subsection (iii) immediately after subsection (ii) thereof:

(iii) [*****].

(f) Section 3.01(k) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(k) [*****].

(g) Section 3.02(c) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

(h) Section 3.03(c) of the LSA is hereby deleted in its entirety and the following is substituted in lieu thereof:

15. Representations of Servicer, GreenSky Servicing and Lender . Each of Servicer, GreenSky Servicing and Lender hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in the LSA are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date).

16. Conditions Precedent . The effectiveness of this Amendment is subject to the receipt by the parties hereto of a fully executed counterpart of this Amendment from each party.

17. Amendment . The parties hereto hereby agree that the provisions and effectiveness of this Amendment shall apply to the LSA as of the date hereof. Except as amended by this Amendment, the LSA remains unchanged and in full force and effect. This Amendment shall constitute a transaction document.

18. Counterparts . This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The delivery of an

executed counterpart hereof by facsimile or .pdf shall constitute delivery of an executed counterpart hereof.

19. Captions . The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.

20. Successors and Assigns . The terms of this Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

21. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any Jurisdiction shall not invalidate or render unenforceable such provision in any other Jurisdiction.

22. Governing Law . This Amendment shall be construed in accordance with the laws of the State of Georgia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[Signatures appear on following page.]

In Witness Whereof , Servicer, Lender and GreenSky Servicing have each caused this Amendment to be duly executed by their respective duly authorized officers as of the Effective Date.

	GreenSky , LLC

	By:	/s/ Timothy Kaliban
		Name: Timothy D. Kaliban
		Title: President

	GreenSky Servicing , LLC

	By:	/s/ Eugene Burke
		Name: Eugene Burke
		Title: President

	SunTrust Bank

	By:	/s/ Melissa Baldwin
		Name: Melissa Baldwin
		Title: Managing Attorney

Signature Page to Amendment No.
2 to Second Amended and Restated
Servicing Agreement

Exhibit 10.11

Composite Version as amended
through Amendment 3

LOAN ORIGINATION AGREEMENT

Dated as of November 25, 2014

by and between

GREENSKY, LLC

and

REGIONS BANK

LOAN ORIGINATION AGREEMENT

THIS LOAN ORIGINATION AGREEMENT dated as of November 25, 2014 (the “ Effective Date ”), by and between GREENSKY, LLC (f/k/a) GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“ Servicer ”), and REGIONS BANK, an Alabama chartered commercial bank (“ Lender ”), as amended December 21, 2015; July 15, 2016; and June 29, 2017. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, Servicer is a party to an agreement with the Program Dealer(s) pursuant to which Servicer has agreed to provide credit to the Program Dealer’s customers; and

WHEREAS, Lender desires to provide such credit directly to the Program Dealer’s customers on the terms provided for herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Servicer and Lender agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . All capitalized terms used herein or in any certificate or document, or Origination Paper made or delivered pursuant hereto shall have the following meanings:

“ Affiliate ” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “ control ” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have the meanings correlative to the foregoing.

“ Anti-Money Laundering Laws ” shall have the meaning given to such term in Section 4.02(a)(xiii).

“ Assets ” of a Person shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.

“ Audit ” shall have the meaning given to such term in Section 3.02.

“ Audited Items ” shall have the meaning given to such term in Section 3.02.

“ Bank Margin ” shall have the meaning given to such term in the Servicing Agreement.

“ Borrower ” shall mean, with respect to any Loan, the Person obligated to make payments with respect to such Loan.

“ Business Day ” shall mean a day that Lender is open for business and excluding Saturdays, Sundays and legal holidays.

“ Business Group Executive ” shall have the meaning given to such term in Section 7.17(d).

“ CISO ” shall have the meaning given to such term in Section 3.06.

“ Cloud Services ” shall have the meaning given to such term in Section 4.01(a)(ix).

“ Code ” shall have the meaning given to such term in Section 5.01(a)(xiv).

“ Commitment Amount ” shall have the meaning set forth in Section 2.01(a)(i).

“ Complaint Tracking Procedures ” shall have the meaning set forth in Section 2.12.

“ Complaints ” shall have the meaning set forth in Section 2.12.

“ Compliance Conditions ” shall mean the requirements and conditions set forth on Schedule A , which is attached hereto and hereby incorporated herein by specific reference thereto.

“ Contract ” shall mean any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, Assets or business.

“ Credit Policy ” shall have the meaning set forth in Schedule B attached hereto.

“ Dealer Program Agreement ” shall mean the GreenSky Consumer Credit Program ^® Agreement, the current form of which is attached hereto as Schedule D .

“ Default ” shall mean (i) any breach or violation of, default under, contravention of, or conflict with this Origination Agreement or any representation, warranty or covenant owed by either Party hereunder, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, this Origination Agreement or any Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, this Origination Agreement or any Law, Order, or Permit.

“ Disabling Procedures ” shall have the meaning given to such term in Section 4.01(a)(viii).

“ Dissolution Event ” shall have the meaning set forth in Section 6.04.

“ Effective Date ” shall have the meaning set forth in the Recitals hereto.

“ Essential Daily Functions ” shall have the meaning set forth in Section 3.03.

“ FACT Act ” shall have the meaning set forth in Section 3.07.

“ Force Majeure ” shall have the meaning set forth in Section 6.07(a).

“ Governmental Authority ” shall mean any federal, state or local governmental or regulatory authority, agency, court, tribunal, commission or other regulatory entity asserting jurisdiction over either Party or the activities of either Party.

“ Indemnified Party ” shall have the meaning set forth in Section 7.14.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.14.

“ Industry Practices ” shall mean practices that are no less than the standard practices followed by regulated financial institutions in the United States in connection with the origination and servicing of closed-end consumer loans.

“ Law ” shall mean any code, law (including common law), ordinance, regulation, reporting, registration, notification or licensing requirement, rule, or statute applicable to a Person or its Assets, liabilities, or business, including those promulgated, interpreted or enforced by any Governmental Authority, including, without limitation, the Gramm-Leach-Bliley Act .

“ Lender ” shall have the meaning set forth in the Recitals hereto.

“ Lender’s Designated Account ” shall have the meaning given to such term in the Servicing Agreement.

“ Liability ” shall mean any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.

“ Lien ” shall mean any security interest, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code (“UCC”) or comparable law of any jurisdiction to evidence any of the foregoing.

“ Loan Agreement ” shall mean a loan agreement for a closed-end consumer loan in Servicer’s customary form, the current form of which is attached hereto as Schedule C . Servicer

shall advise Lender at least 7 days in advance of any substantive changes to the Loan Agreement and shall reasonably consider any comments Lender may have to such substantive changes.

“ Loans ” shall mean loans originated and owned by the Lender and created hereunder subsequent to the Effective Date pursuant to any Program Agreement, together with any amounts, including interest, fees and other charges, generated with respect thereto.

“ Lockbox ” shall have the meaning given to such term in the Servicing Agreement.

“ Marketing Materials ” shall mean the materials used or to be used by Servicer in connection with the originating or servicing of the Loans.

“ Marks ” shall have the meaning set forth in Section 5.01(a)(ix).

“ Monthly Accounting ” shall have the meaning given to such term in the Servicing Agreement.

“ Noncompliance Event ” shall have the meaning given to such term in Section 6.03.

“ OFAC list ” shall have the meaning given to such term in Section 4.02(a)(xiii).

“ Optional Purchase ” shall have the meaning given to such term in Section 6.08.

“ Order ” shall mean any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency, or Governmental Authority.

“ Origination Agreement ” shall mean this Loan Origination Agreement and the schedules hereto and all amendments hereto or thereto.

“ Origination Papers ” shall have the meaning set forth in Section 4.01(a)(ii) and shall include the documents and instruments referenced in Section 2.03.

“ Outstanding Balance ” shall mean, as of any specified date, the face value of a Loan made by Lender plus the amount of any interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against such Loan, all as contemplated by the Servicing Agreement.

“ Party ” shall have the meaning set forth in the Recitals hereto.

“ Performance Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Performance Termination Event ” shall have the meaning given to such term in Section 6.02.

“ Performance Threshold ” shall mean the annualized monthly Portfolio Credit Losses as a percentage of the aggregate Outstanding Balances of all Loans measured at month-end for three consecutive months.

“ Permit ” shall mean any federal, state, local, and foreign governmental approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person or its securities, Assets, or business.

“ Person ” shall mean any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature.

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to the Outstanding Balance of all Loans that become past due by 90 or more days during such month.

“ Prime Rate ” shall mean, as of any specified date, the “prime rate” as published in the “Money Rates” table in The Wall Street Journal on such date. If more than one prime rate is published in the “Money Rates” table, the highest of those rates will be the Prime Rate for purposes of this Agreement. If The Wall Street Journal ceases to publish a “Money Rates” table or if a prime rate is no longer included in the rates published therein, Lender and Servicer shall agree on a substitute that is a comparable index.

“ Program Agreements ” shall mean the GreenSky Installment Loan Program Agreement by and between Servicer and THD At-Home Services, Inc. entered into as of August 21, 2009, as heretofore and hereafter amended , Dealer Program Agreements and such other agreements as may be agreed to by Servicer and Lender.

“ Program Dealers ” shall mean The Home Depot, Inc.; THD At-Home Services, Inc.; and dealers under Dealer Program Agreements. Servicer shall approve Program Dealers based on criteria established by Servicer, which criteria shall be subject to review by Lender.

“ Regulatory Agencies ” shall have the meaning set forth in Section 3.02.

“ Regulatory Termination Event ” shall have the meaning given to such term in Section 6.05.

“ Relationship Manager ” has the meaning set forth in Section 7.17(d).

“ Servicer ” shall have the meaning set forth in the Recitals hereto.

“ Servicing Agreement ” shall mean the Servicing Agreement, dated as the date hereof, by and between Servicer and Lender, as such agreement hereafter may be amended.

“ Servicing Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Settlement Amount ” shall mean the amounts advanced by Lender to the Borrower or on behalf of a Borrower to Program Dealers which constitute disbursement of a Loan to the Borrower.

“ Settlement Date ” shall mean each Business Day on which Servicer notifies Lender of a Settlement Amount as provided in Section 2.01(b)(i) below.

“ Subcontractor ” shall mean any person that provides a material service to Servicer in connection with the offering, provision, origination or servicing of any Loan.

“ Substitute Service ” shall have the meaning set forth in Section 6.07(b).

“ Successor Servicer ” shall have the meaning given to such term in the Servicing Agreement.

“ Term ” shall have the meaning given to such term in Section 6.01.

“ To the Best of Lender’s Knowledge ” shall mean Lender’s knowledge after diligent investigation.

“ To the Best of Servicer’s Knowledge ” shall mean Servicer’s knowledge after diligent investigation.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

“ UDAAP ” shall have the meaning set forth in Section 4.02(a)(xix).

“ Underwriting Criteria ” shall mean Lender’s underwriting standards reflected in Schedule B attached hereto, as they may be amended from time to time, (i) by agreement of the Parties; (ii) by Lender in response to advice or comments received from a Governmental Authority upon thirty (30) days advance written notice to Servicer, unless a shorter period of time is mandated by such Governmental Authority; (iii) by Lender to the extent reasonably necessary to maintain the overall quality of the Loans as a whole (per performance thresholds agreed upon by the Parties) upon thirty (30) days advance written notice to Servicer; or (iv) by Lender to the extent required by Law.

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Origination Agreement shall have the defined meanings when used in any certificate, other document, or Origination Paper made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “ hereof ,” “ herein ” and “ hereunder ” and words of similar import when used in this Origination Agreement or any Origination Paper shall refer to this Origination Agreement as a whole and not to any particular provision of this Origination Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Origination Agreement are

references to Sections, Subsections, Schedules and Exhibits in or to this Origination Agreement unless otherwise specified.

ARTICLE II

LOAN ORIGINATION RIGHTS & OBLIGATIONS

Section 2.01 Loan Origination Obligations .

(a) Origination of Loans .

(i) Lender will fund newly originated Loans for the Program Dealers’ customers identified by Servicer that meet the Underwriting Criteria up to the following limits:

(1) A limit of [*****] Dollars ($[*****]) in aggregate outstanding principal balances at any time (the “Commitment Amount”). The Commitment Amount will be increased in accordance with this sub-Article.

(2) [*****].

(ii) If Servicer concludes that a potential Borrower meets the Underwriting Criteria, Servicer shall cause each Borrower of a Loan to execute a Loan Agreement, and other documentation as determined by the Parties, which shall include an interest rate, amount financed, loan term, estimated minimum payment amount, repayment schedule and other terms as set forth in Schedule B .

(b) Settlement Procedure .

No later than 12:00 noon (Eastern time) each Business Day, the (“ Settlement Date ”), Servicer, by written electronic transmission, shall provide Lender ’s Relationship Manager or such officer’s designee with a report setting forth the calculation of the Settlement Amount and the payees thereof, which may be paid to a disbursement account from which further payments are to be made by Servicer to Program Dealers on behalf of Borrowers. The Settlement Amount shall be paid by Lender by wire transfer, ACH or direct deposit to an account designated in writing by an authorized officer of Servicer no later than 4:00 p.m. (Eastern time), unless Servicer is late in notifying Lender of the Settlement Amount due on the Settlement Date, in which case Lender shall use all commercially reasonable efforts to send the Settlement Amount within the time period set forth above or as soon thereafter as possible, but no later than 5:00 p.m. (Eastern time) of the next Business Day following such Lender’s receipt of notice from Servicer.

(ii) Servicer shall promptly notify Lender’s Relationship Manager or such officer’s designee by written electronic transmission if the Settlement Amount is not received when due.

(iii) Servicer shall instruct Borrowers to remit all payments on the Loans to the Lockbox or the GreenSky Program ACH Account, as applicable, and shall cause such payments to be transferred and posted to Lender’s Designated Account, in each case in accordance with the terms and procedures set forth in the Servicing Agreement. In the event that Servicer shall at any time receive any payment with respect to any Loan directly from a Borrower, Servicer shall immediately forward such amount to Lender’s Designated Account in accordance with the terms and procedures set forth in the Servicing Agreement.

Section 2.02 Dispute over Settlement Amount .

(a) In the event Lender disputes the accuracy of the Settlement Amount reported by Servicer, Lender shall notify Servicer, but such notice shall not affect Lender’s obligation for timely payment of the Settlement Amount as noticed by Servicer to Lender, unless the Settlement Amount, together with all prior Settlement Amounts advanced by Lender, less payments received by Lender, will exceed the Commitment Amount. Payment of any Settlement Amount shall not constitute a waiver by Lender of the right to dispute the accuracy of such Settlement Amount, and any such dispute shall be resolved promptly.

(b) In the event it is determined that Lender was correct in disputing the accuracy of the Settlement Amount for a given day, Servicer shall promptly remit to Lender the overpayment amount due Lender with interest thereon computed at the Prime Rate in effect on the date the Settlement Amount was paid.

Section 2.03 Additional Documentation . If, in the reasonable judgment of a Party, in connection with the making of any Loan, any additional instrument, document, or certificate is required to further evidence such Loan or its ownership, validity, enforceability or compliance, the other Party shall execute or have executed and shall deliver promptly any such document.

Section 2.04 Portfolio Data . Notwithstanding anything to the contrary contained in this Origination Agreement, Servicer may share any portfolio data associated with the Loans that does not contain nonpublic personal information, as that term is defined in the Gramm-Leach-Bliley Act, with potential and actual financing sources, Program Dealers, business partners, investors and professional advisors.

Section 2.05 Allocation of Loans . [*****].

Section 2.06 Improper Loans . Servicer shall immediately purchase without recourse any Loan found to be improperly (under the terms of this Origination Agreement, including but not limited to the representations made by Servicer in Sections 4.01(a)(vi) and Section 4.02(a)(x)), illegally (including for non-compliance with any Law) or fraudulently originated, for an amount equal to the Outstanding Balance of such Loan.

Section 2.07 Intent of Parties . Servicer and Lender intend that the Loans shall at all times be the property of Lender and at no point shall Servicer have an ownership interest therein nor

shall Lender be deemed to be a lender to Servicer. To the extent, however, that Servicer is deemed to have an ownership interest therein, Servicer hereby grants to Lender a security interest in all of its right, title and interest, whether now existing or hereafter acquired, in, to and under such Loans and the proceeds thereof to secure all obligations owed by Servicer to Lender under this Origination Agreement and the Servicing Agreement. Notwithstanding the foregoing, Servicer and Lender agree that Servicer owns the customer relationships with the Borrowers established as a result of the Loans, provided, however, that the foregoing shall have no effect on any customer relationships between Lender and Borrower established independently of the Loan including, without limitation, for example, as a result of any existing banking or lending relationships between Lender and Borrower or a banking or lending relationship that arises after the effective date of this Agreement, whether or not solicited by Lender as part of a solicitation of Borrowers by Lender; provided, however, that Servicer also recognizes that Lender is subject to certain regulatory restrictions, including without limitation, the consumer confidentiality and other provisions Gramm-Leach-Bliley Act, and Servicer shall at all times act in accordance therewith.

Section 2.08 Limitations on Solicitations and Marketing to Borrowers and Non-Interference with Lender’s Customer Relationships . Unless prohibited by Law, a Program Agreement or other agreement related to a Borrower, Servicer and Lender may solicit Borrowers for new products and services; provided that, Servicer is prohibited from soliciting, marketing or otherwise communicating with or encouraging any Borrower to refinance any Loan with anyone other than Lender and as specifically approved by Lender. Servicer also shall not interfere with the contractual or business relations between or among Lender and its customers, it being agreed that the solicitation of Borrowers for new products and services, including new loans that are not, to the Best of Servicer’s Knowledge, specifically for the purpose of refinancing a Loan, that may be furnished by others shall not violate the foregoing limitations.

Section 2.09 Books and Records . Servicer will maintain, in accordance with generally accepted accounting principles, true, complete and accurate accounting records related to its performance of the services provided to Lender pursuant to this Origination Agreement and the Servicing Agreement. Servicer shall maintain such books and records for such period as is required by Servicer’s generally applicable internal record retention policies, but not less than seven years or two years after the repayment of the related Loan, whichever is longer. Lender’s accountant or a recognized independent accountant retained by Lender, to whom Servicer shall have no reasonable objection, shall have the right, upon reasonable prior written notice, to have access to such books and records for the purpose of determining the appropriateness of the calculation of the payments due under this Origination Agreement. Such examination shall be conducted during regular business hours and no more than once in each calendar year, unless Lender reasonably determines that a change in applicable law, or change in Servicer’s business practices or in its financial status requires a more frequent review.

Section 2.10 [*****] .

Section 2.11 Continuous Review and Improvement . To maintain open lines of communication and to promote continuous improvement of the business relationship between

Servicer and Lender, Lender may convene formal business review meetings periodically at the location and time mutually designated by the Parties to review the status of the Parties’ business relationship. Servicer will use commercially reasonable efforts to improve continuously the economic and technical effectiveness of its services.

Section 2.12 Borrower Complaints and Borrower Satisfaction Surveys . “Complaints” shall mean any submission by a customer to Servicer or Lender concerning a Loan or experience that expresses substantive dissatisfaction related to a Loan, Lender or Servicer, or communicates suspicion of wrongful conduct by Lender or Servicer. Servicer shall maintain written complaint tracking procedures (the “ Complaint Tracking Procedures ”) to (i) monitor and analyze complaints received by Servicer or its Subcontractors and relating to the Loans; (ii) perform root cause analysis on Complaints received related to Servicer’s and its Subcontractors provision of services hereunder (“ Servicer Complaints ”); and (iii) identify appropriate corrective action for Servicer Complaints arising from, relating to, or caused by persistent and systemic issues. The Complaint Tracking Procedures shall also require Servicer to return calls to Borrowers making a Servicer Complaint within a reasonable time of Servicer’s receipt of such Servicer Complaint. Servicer’s failure to return calls within the prescribed time frame, if not for good reason shall constitute a breach of the representations, warranties and covenants in Articles IV and V of this Origination Agreement. Servicer shall provide to Lender’s Relationship Manager (i) the Complaint Tracking Procedures with respect to the Loans on an annual basis, and (ii) the results of the Complaint Tracking Procedures, including summaries of all complaints and the resolution/action(s) taken in regards to each complaint, on a monthly basis. At Lender’s sole expense and with Servicer’s consultation and reasonable cooperation, Lender shall have the option to conduct annual satisfaction surveys of current and former Borrowers. In the event that Lender reasonably determines, based on such satisfaction survey, that any feature, benefit, process, or other aspect of a Loan or any other service provided by Servicer to Lender should be modified or replaced, Lender shall so notify Servicer, and the Parties’ Relationship Managers shall negotiate in good faith a plan that satisfactorily addresses Lender’s concerns within a reasonable time period, and Servicer shall implement such plan as agreed by the Relationship Managers. If Lender receives any complaints from a Regulatory Agency related to the services provided by Servicer, Lender shall have the option to forward such complaint to Servicer for feedback and resolution. To ensure that these complaints are handled timely so that Lender can respond to the Regulatory Agency in the time required, Servicer shall provide responses to Lender within three (3) business days of the initial compliant being passed to Servicer by Lender.

Section 2.13 Subcontractors . Servicer agrees that if it employs Subcontractors pursuant to the terms of this Origination Agreement, Servicer will advise Lender accordingly and will ensure the compliance of all Subcontractors with the terms of this Origination Agreement (including but not limited to ensuring compliance by such Subcontractors with the confidentiality, audit, and insurance (at customary levels for a business of the nature of the Subcontractor) requirements set forth in this Origination Agreement).

ARTICLE III

REGULATORY PROVISIONS

Section 3.01 Acknowledgement . Servicer acknowledges and agrees that Lender is a banking entity and, therefore, is subject to the jurisdiction of federal, state, and local governmental entities and agencies with the power to regulate and oversee banking and related activities. Servicer acknowledges and agrees that in entering this Origination Agreement and Servicing Agreement with Lender, Servicer and Servicer’s Subcontractors who provide products or services pursuant to the terms and conditions of this Origination Agreement may be subjecting themselves to the jurisdiction of such regulators. In addition to the requirements of the Master Confidentiality and Non-Disclosure Agreement attached hereto as Schedule E and incorporated by reference herein governing confidentiality and safekeeping of confidential information, Servicer agrees to comply with the regulatory provisions applicable to it during the Term of this Origination Agreement.

Section 3.02 Regulatory Examination and Audit . Servicer acknowledges that Lender is subject to examination and audit by federal and state regulatory and banking agencies (collectively, the “ Regulatory Agencies ”). Servicer further acknowledges that such Regulatory Agencies may require access to, or may require Lender or Lender’s designee to access, Servicer’s or Servicer’s Subcontractors’ facilities, systems, databases, financial statements, books and records, policies, procedures, internal controls, training materials, audits, operational and security reviews, customer complaint tracking and related escalation and resolution logs and procedures, SSAE 16 reports, business continuity plan(s), disaster recovery plan(s), and/or confidential information (the “ Audited Items ”). Servicer will permit the Regulatory Agencies, Lender, or Lender’s designee to visit Servicer’s facilities and to access, test, review, and/or evaluate (collectively, “ Audit ”) the Audited Items at any time during regular business hours and upon reasonable prior written notice, if Lender is permitted to give such notice under applicable Laws. Servicer shall use commercially reasonable efforts to procure for Lender the right to Audit Servicer’s Subcontractor(s) under the terms of this Section. Notwithstanding any other provision of this Origination Agreement to the contrary, Servicer acknowledges and agrees that (i) Lender must comply with any such request from the Regulatory Agencies, and (ii) Lender is not responsible for any expenses associated with an Audit of Servicer or Servicer’s Subcontractors performed by a Regulatory Agency or its respective third-party representative. Servicer agrees to cooperate reasonably with respect to all such requests for access to the Audited Items and will provide Lender with such assistance in performing the Audit as Lender may reasonably request; provided, however, that, such Audit shall be conducted in a manner that does not unreasonably interfere with Servicer’s operations or cause a disruption to Servicer’s personnel. Should Servicer receive a request from the Regulatory Agencies or other governmental agencies to examine Servicer’s records pertaining to Lender or Lender’s customers, Servicer further agrees to notify Lender as soon as practicable of any such request, if Servicer is not prohibited by Law from doing so. Servicer’s and/or its Subcontractors’ failure to cooperate reasonably with all such Audits and/or requests for access to the Audited Items shall be deemed a breach of the representations, warranties and covenants in Articles IV and V of this Origination Agreement and shall be grounds for termination of this Origination Agreement.

Lender and Servicer agree to amend this Origination Agreement from time to time to the extent necessary to comply with applicable Laws and/or privacy and information security requirements and directives of regulators having jurisdiction over Lender. If, during or after the Audit, Lender reasonably determines that Servicer is not in compliance with this Origination Agreement, including the methods of internal controls established and implemented by Servicer or its Subcontractors, if any, with respect to understanding and compliance with all Laws, Lender will notify Servicer of such compliance concern, and the Parties’ Relationship Managers shall negotiate in good faith a plan that satisfactorily addresses Lender’s concerns within a reasonable time period, and Servicer shall implement such plan as agreed by the Relationship Managers. Servicer’s failure to implement the agreed plan shall be deemed a breach of the representations, warranties and covenants of Articles IV and V of this Origination Agreement and shall be grounds for termination of this Origination Agreement.

Section 3.03 Continuity of Performance . As a banking entity, Lender is obligated to assure the safety, soundness, and continuity of certain essential daily functions. Servicer acknowledges that its or its Subcontractors’ performance of the obligations set forth on Schedule 3.03 attached hereto are critical to the systems, applications, software, hardware, products, and services which are, in Lender’s reasonable determination, necessary for Lender to carry out its daily operations (“ Essential Daily Functions ”) of Lender (including its Affiliates). Lender will update Schedule 3.03 as necessary which update will be binding upon Servicer upon 30 days’ prior written notice. Accordingly, any provisions to the contrary contained in this Origination Agreement or any other agreement between the Parties notwithstanding, Servicer shall not interrupt or cease providing such services to the extent the same are necessary to Lender’s Essential Daily Functions, as determined by Lender in its reasonable discretion and as Lender notifies Servicer, whether or not based on any asserted breach of this Origination Agreement by Lender. Further, any provisions to the contrary contained in this Origination Agreement or any other agreement between the Parties notwithstanding, Servicer shall have no right to, and shall not seek or obtain an injunction, specific performance, or other equitable relief that in any way would limit Lender’s right to use the services which are necessary for such Essential Daily Functions or which are required to be maintained by Lender to comply with applicable Laws. Servicer acknowledges and agrees that Lender’s remedies for breach of this Origination Agreement relating to the provision of Essential Daily Functions shall be limited to (a) equitable relief that does not have the effect of interrupting such functions, or (b) monetary damages. Servicer acknowledges that it has waived its right to seek equitable relief that will interrupt such Essential Daily Functions and agrees not to seek any such equitable relief. If the services

provided by Servicer are necessary for the Essential Daily Functions of Lender, Servicer assumes an independent obligation to continue performance of its obligations hereunder related to the Essential Daily Functions regardless of any dispute (including a non-monetary material breach by Lender) which may arise between Lender and Servicer. Such independent obligation of Servicer shall continue until final resolution of the dispute, provided that during such period Lender timely fulfills all its obligations under this Origination Agreement or Servicing Agreement with respect to which there is no good faith dispute, including any undisputed financial obligations of Lender. Servicer undertakes this independent obligation without prejudice to any rights or remedies it may otherwise have in connection with any dispute between Servicer and Lender. Lender agrees that it shall take all

commercially reasonable efforts to transition the obligations under this Agreement to a new provider promptly, at Servicer’s request, if Servicer’s performance is continuing solely pursuant to this Section.

Section 3.04 Business Continuity . Servicer acknowledges and agrees that Lender is required by regulatory authorities having jurisdiction over Lender to assure that its vendors have in place adequate business continuity plans to assure the safety, soundness, and continuity of its Essential Daily Functions, as determined by Lender in its discretion. If Servicer is providing services critical to any such Essential Daily Functions, then Servicer represents and warrants that prior to the execution of this Origination Agreement it provided Lender with a copy and/or summary of its business continuity plan addressing the continuance of Servicer’s business in the event of a disaster or other material interruption of Servicer’s business . Servicer further represents and warrants that Servicer will have in place and will provide to Lender upon Lender’s reasonable request, or any time a material change is made to, but in no event not less than annually, a copy of Servicer’s business continuity plan that conforms to Industry Practices to the effect that Servicer’s performance of this Origination Agreement and the Servicing Agreement shall continue with no more than minimal interruption in the event of a disaster, casualty, and/or any other contingency contemplated by such business continuity plan. Servicer’s business continuity plan shall identify Servicer’s key Subcontractors, if any, and shall account for temporary and permanent failures by those Subcontractors. Servicer agrees to the following: (i) Lender may Audit Servicer’s business continuity plans; (ii) upon Lender’s reasonable request, Servicer shall make available to Lender for the purpose of responding to questions concerning Servicer’s business continuity plan, one or more Servicer representatives who are knowledgeable about Servicer’s business continuity plan, the manner in which it is tested, and the manner in which it would be implemented in the event of a disaster or other material interruption of Servicer’s businesses; and (iii) Servicer shall provide to Lender upon Lender’s reasonable request, the results of its most recent business continuity plan test within thirty (30) days following Lender’s request. Servicer shall use its best efforts to resume performance under this Origination Agreement as soon as possible after any disaster or other material interruption of Servicer’s business; provided, that no such disaster, casualty, or other contingency shall operate to limit, diminish, abrogate, or delay the exercise of any rights or remedies of Lender in the event of any failure of Servicer to perform this Origination Agreement in accordance with the terms, provisions, and conditions hereof. Servicer’s failure to maintain in place and periodically test a business continuity plan that meets the requirements set forth in this Section 3.04 shall constitute a breach of the representations, warranties and covenants of Articles IV and V of this Origination Agreement.

Section 3.05 Disaster Recovery . Servicer acknowledges and agrees that Lender is required by Regulatory Agencies having jurisdiction over Lender to assure that its vendors have in place adequate disaster recovery plans to assure the safety, soundness, and continuity of certain Essential Daily Functions, as determined by Lender in its discretion. If Servicer is providing services critical to any such Essential Daily Functions, then Servicer represents and warrants that Servicer will have in place and will provide to Lender upon Lender’s reasonable request, or any time a material change is made to, but in no event not less than annually, a copy of Servicer’s disaster recovery plan that conforms to Industry Practices. Servicer’s disaster recovery plan shall:

(i) address functions and operations of the services used by Lender; (ii) specify recovery time frames for functions and operations used by Lender; (iii) provide that the disaster recovery plan shall be tested and updated in accordance with Industry Practices; and (iv) provide that the disaster recovery plan be regularly updated to the extent necessary to correct deficiencies therewith or to remain consistent with Industry Practices, at Servicer’s cost. Servicer will (a) provide to Lender all applicable results of tests performed on the operability of the disaster recovery services within thirty (30) days following the completion of such tests, (b) allow Lender to passively participate (at its own expense) in such testing to a reasonable extent and in a manner that does not unreasonably interfere with Servicer’s operations, the operations of other Servicer customers, or Servicer’s ability to conduct such tests, and (c) promptly provide Lender with a notice of a disaster and the expected extent to which such disaster will impact the delivery of the services. Servicer shall use its best efforts to resume performance under this Origination Agreement as soon as possible after any disaster or other material interruption of Servicer’s business; provided, that no such disaster, casualty, or other contingency shall operate to limit, diminish, abrogate, or delay the exercise of any rights or remedies of Lender in the event of any failure of Servicer to perform this Origination Agreement in accordance with the terms, provisions, and conditions hereof. Servicer will review any comments and suggestions presented by Lender with respect to Servicer’s disaster recovery plan and take commercially reasonable steps to implement such comments and suggestions. Upon Lender’s request, Servicer will also (A) review Lender’s disaster recovery plan, (B) prepare recovery procedures for each service that will be recovered (if such procedures are not already part of Lender’s disaster recovery plan) and (C) at Lender’s request, participate in Lender’s recovery tests.

Section 3.06 Specially Designated National; Foreign-Based Service Providers . Servicer represents and warrants that, in performing its obligations under this Origination Agreement, (i) it will not employ or subcontract with any person who is a “Specially Designated National” as defined from time to time in regulations issued by the Office of Foreign Asset Control of the United States Department of the Treasury; and (ii) Servicer is not a Specially Designated National. Servicer shall not utilize any foreign-based third party service providers or Affiliates as Subcontractors during the term of this Origination Agreement to provide services to Lender without obtaining the prior written consent of Lender’s Chief Information Security Officer (“ CISO ”) or the CISO’s designee after full disclosure of the location and background of such foreign-based third party service providers or Affiliates. Servicer’s request to Lender’s CISO or the CISO’s designee for approval of a foreign-based third party service provider or an Affiliate to act as a Subcontractor under the terms of this Origination Agreement shall include no less than the Subcontractor’s name, physical address, telephone number, contact person’s name and email address, and the services to be provided.

Section 3.07. Identity Theft . Pursuant to Section 114 of the Fair and Accurate Credit Transactions Act of 2003 (“ FACT Act ”), Lender is required to take steps to ensure that the activities of its service providers and/or its service providers’ Subcontractors are conducted in accordance with reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft. To the extent applicable, Servicer represents and warrants that it and/or Servicer’s Subcontractor(s) has/have developed and implemented written policies and procedures

as required by Section 114 of the FACT Act to detect, prevent, and mitigate the risk of identity theft in connection with its provision of services and that these policies and procedures are reviewed periodically and updated as necessary. Servicer further represents and warrants that a component of its and/or Servicer’s Subcontractors’ program is to identify red flags indicative of possible identity theft. If Servicer and/or its Subcontractors identify a red flag indicative of identity theft with respect to a Loan funded by Lender that cannot be cleared pursuant to the written policies and procedures of Servicer, Servicer and/or its Subcontractors promptly will report the red flag to Lender’s Relationship Manager and take all other appropriate steps to prevent or mitigate identity theft.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of Servicer Relating to Servicer .

(a) Representations and Warranties of Servicer Relating to Servicer . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with, Lender that:

(i) Organization . Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. Servicer shall be entitled, however, to convert into either a Georgia or Delaware corporation.

(ii) Capacity; Authority; Validity . Servicer has all necessary company power and authority required to enter into this Origination Agreement and to perform all of the obligations to be performed by it under this Origination Agreement. This Origination Agreement, the Servicing Agreement and any other document or instrument delivered pursuant hereto (such other documents or instruments, collectively, the “ Origination Papers ”), and the consummation by Servicer of the transactions and agreements contemplated hereby and by the Origination Papers, have been duly authorized by all necessary company action on the part of Servicer, and this Origination Agreement and the Origination Papers have been duly executed and delivered by Servicer and constitute the valid and binding obligation of Servicer and are enforceable in accordance with their terms (except as such enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound; or (E) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound. Servicer is not subject to any agreement with any regulatory authority which would prevent the consummation by Servicer of the transactions contemplated by this Origination Agreement.

(iv) Litigation . There is no claim, or any litigation, suit, action, proceeding, arbitration, investigation or controversy before any court, arbitrator, or governmental authority, domestically or internationally , to which Servicer is a party, that reasonably would be expected to materially adversely affect Lender, the contemplated business, condition, worth, or operations of Servicer or materially adversely affect the ability of Servicer to perform its obligations, duties, and responsibilities under this Origination Agreement , and, To the Best of Servicer’s Knowledge, no such claim, litigation, suit, action, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and no facts exist that would provide a basis for any such claim, litigation, suit, action, proceeding, arbitration, investigation or controversy.

(v) No Consent; Etc. No consent of any Person (including without limitation any member or creditor of Servicer) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained and delivered to Lender and other than the filing of financing statements in connection with the transactions hereunder) in connection with the execution or delivery of this Origination Agreement or the Origination Papers by Servicer, the validity of this Origination Agreement or the Origination Papers with respect to Servicer, the enforceability of this Origination Agreement or the Origination Papers against Servicer, the consummation by Servicer of the transactions contemplated hereby or by the Origination Papers, or the performance by Servicer of its obligations hereunder and under the Origination Papers.

(vi) Accuracy of Information . All information heretofore furnished by Servicer to Lender and its agents and to consumer reporting agencies in connection with and for the purposes of this Origination Agreement, the Origination Papers and the transactions contemplated herein, including the Loans, now are and will be accurate in all material respects on the date stated and will not contain any material misstatement of fact or omit to state any material fact necessary to make such information not misleading; provided that Servicer makes no representation or warranty with regard to information furnished to it by a Borrower other than pursuant to Section 4.02(a)(x) below. Servicer shall notify Lender promptly in the event Servicer becomes aware of any material inaccuracy with respect to information provided in connection with originating the Loans, other than inaccuracies with respect to individual Loans as are customary in the loan origination business.

(vii) Compliance with Law . Servicer has complied in all material respects with all applicable Laws, Orders, judgments, injunctions, decrees or awards that relate in any way to this Origination Agreement, Origination Papers or the performance by Servicer of its obligations hereunder or under the Origination Papers. Servicer has in effect and will maintain all material Permits necessary for it to own, lease, or operate its Assets, to fulfill its obligations under this

Origination Agreement and the Servicing Agreement and to carry on its business as now conducted, and such Permits are in full force and effect, and no Default has occurred under any such Permit. Servicer is not:

(A) in Default under any of the provisions of its operating agreement in any respect that would have a materially adverse effect on this Origination Agreement or the Servicing Agreement or the transaction contemplated hereby or thereby;

(B) in Default under any Laws, Orders, or Permits applicable to its business or employees conducting its businesses in any material respect that would cause a materially adverse effect on this Origination Agreement or the Servicing Agreement; or

(C) in receipt of any notification or communication from any Governmental Authority or the staff thereof (i) asserting that Servicer is not in material compliance with any of the Laws, Permits or Orders which such Governmental Authority enforces, (ii) threatening to revoke any material Permits or (iii) requiring Servicer to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its respective business or in any manner relates to capital adequacy, credit or reserve policies or management in any material respect that would cause a materially adverse effect on this Origination Agreement or the Servicing Agreement.

(viii) No Disabling Procedures . Servicer represents and warrants that, other than with respect to commercial off-the-shelf software and open source software, (a) any electronically delivered services provided by Servicer to Lender pursuant to this Origination Agreement and the Servicing Agreement, (b) the use of any data transfers, or any website by which Lender will access the services provided by Servicer to Lender pursuant to this Origination Agreement and the Servicing Agreement, (c) any reports or other data furnished to Lender by Servicer, (d) software, and (e) related deliverables, to the Best of Servicer’s Knowledge, do not and will not contain any program, routine, device, code, or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect, or trap door, that is capable of (or has the effect of allowing any untrusted party or malicious user to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming any Loan or any other service provided by Servicer to Lender pursuant to this Origination Agreement and the Servicing Agreement, any of Lender’s computers, networks, data, or other electronically stored information, or computer programs or systems (collectively, “ Disabling Procedures ”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by Servicer to be included in the services provided by Servicer to Lender pursuant to this Origination Agreement and the Servicing Agreement. If Servicer incorporates into the services provided by Servicer to Lender pursuant to this Origination Agreement and the Servicing Agreement or related deliverables programs or routines supplied by other vendors, licensors, or contractors (excluding, for clarity, commercial off-the-shelf software and open source software), Servicer shall obtain comparable warranties from such other providers,

or Servicer shall take appropriate action to ensure that such programs or routines are free of Disabling Procedures. Notwithstanding any other limitations in this Origination Agreement, Servicer agrees to notify Lender immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the services it provides to Lender under this Origination Agreement and the Servicing Agreement.

(ix) Cloud Computing . GreenSky’s proposed amendments to this section are being considered by Regions. Prior to any services being performed by Servicer, Servicer’s Affiliates or Subcontractors pursuant to this Origination Agreement and the Servicing Agreement, Servicer will disclose to Lender’s CISO or the CISO’s designee whether Servicer uses any cloud computing that will be used to provide services to Lender and/or its customers, including, but not limited to, infrastructure as a service, platform as a service, and software as a service (collectively, “ Cloud Services ”), and if so, Servicer will disclose to Lender’s CISO or the CISO’s designee the cloud provider’s name, location, and the specific services affected. If Servicer’s use of Cloud Services changes during the term of this Origination Agreement or the Servicing Agreement, Servicer will immediately notify Lender’s CISO or the CISO’s designee.

(x) Servicer Device Patch Management . Servicer shall ensure that its desktops, mainframes, appliances, and/or servers which directly interact with services provided to Lender pursuant to this Origination Agreement and the Servicing Agreement are on versions of application software, operating systems, and databases which have security patches available and that such security patches are applied on a regular basis, as specified by the Servicer’s patch management standard/operating procedure.

(xi) Phishing, Smishing, and Vishing . GreenSky’s proposed amendments to this section are being considered by Regions. Servicer acknowledges and is aware of the common fraud practices of phishing, smishing and vishing. Accordingly, Lender has an interest in avoiding aggressive and/or frequent e-mail, phone, or text solicitation of Lender’s customers and Lender’s personnel. Servicer agrees to notify Lender’s CISO or the CISO’s designee promptly, by electronic mail, facsimile or telephone of any material pattern of phishing e-mails, smishing texts, or vishing calls, or any instance of theft, unauthorized access by fraud, deception, or other malfeasance or inadvertent access in connection with e-mails, texts or calls related or connected to any service provided by Servicer to Lender pursuant to this Origination Agreement. In the event of any such e-mails, texts, calls, theft, or unauthorized access, Servicer shall promptly provide to Lender’s CISO or the CISO’s designee in writing such details concerning the incident in question as Lender may request and shall cooperate reasonably with Lender promptly to help Lender prevent further unauthorized use, and take commercially reasonable remedial actions as may be requested by Lender, including, without limitation, providing notices to Borrowers, Lender’s customers or Lender’s Personnel.

discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice.

Section 4.02 Representations and Warranties of Servicer Relating to the Origination Agreement and the Loans .

(a) Representations and Warranties . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with Lender that:

(i) Enforceability . This Origination Agreement, the Program Agreements and any Origination Papers each constitute a legal, valid and binding obligation of Servicer enforceable against Servicer in accordance with its terms, except as such enforceability may be limited by applicable conservatorship, receivership, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity.

(ii) No Amendment . The Program Agreements are in full force and effect and have not been modified or amended in any way that would materially adversely affect the Loans as contemplated in the Program Agreement prior to the modification or amendment, the ability of Servicer or Lender to perform their respective obligations under this Origination Agreement or the Origination Papers, the rights of Lender under this Origination Agreement or the Origination Papers or the transactions contemplated hereunder in general.

(iii) No Defaults . There are no Defaults under this Origination Agreement, the Servicing Agreement or, To the Best of Servicer’s Knowledge, the Program Agreements.

(iv) Ownership . Upon the funding of a Loan, Lender shall have full right, title and interest in each such Loan free and clear of all Liens or other encumbrances other than those imposed as a result of Lender’s own actions.

(v) Compliance with Law . Each Loan and the actions of Servicer comply with all Laws, rules and regulations applicable thereto, including, without limitation, laws, rules, regulations related to truth in lending, fair credit reporting, usury, equal credit opportunity, fair credit collection practices, privacy, data security, Office of Foreign Assets Control, and unfair, deceptive and abusive acts and practices and the Loans were originated, made, and are at all times being serviced substantially in accordance with those customary origination, servicing and collection practices of prudent lending institutions that originate, make, and/or service loans of the same type as the Loans .

(vi) Consents . All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Servicer in connection with the origination of Loans as contemplated hereby have been duly obtained, effected or given and are in full force and effect.

(vii) Grant of Security Interest . If this Origination Agreement does not create a valid ownership interest in Lender of the Loans, it constitutes a grant of a “security interest” (as defined in the UCC) in such property to Lender to secure all obligations owed by Servicer to Lender under this Origination Agreement and the Servicing Agreement, which is enforceable upon execution and delivery of this Origination Agreement. Upon the filing of an appropriate financing statement, Lender shall have a first priority perfected security or ownership interest in such property. Servicer agrees to cooperate in filing financing statements.

(viii) No Prior Sale . There has been no prior sale, assignment or hypothecation of the Loans to any other Person by Servicer, nor is there an agreement with respect to any of the foregoing.

(ix) Accuracy of Information . All information and documentation relating to the Borrowers and the Loans submitted to Lender by Servicer pursuant to this Origination Agreement is true and correct in all material respects and accurately reflects the status of each Loan and the indebtedness to which such documentation relates; provided that , Servicer makes no representation or warranty with regard to information furnished to it by a Borrower other than pursuant to Section 4.02(a)(x) below. Servicer shall notify Lender promptly in the event Servicer becomes aware of any material inaccuracy with respect to information provided in connection with originating the Loans, other than inaccuracies with respect to individual Loans as are customary in the loan origination business.

(x) Investigation . Servicer has reviewed all of the documents contained in the Loan files and has made customary inquiries to confirm the accuracy of the representations set forth therein.

(xi) No Fraud . No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to any Loan has taken place on the part of any Person, including without limitation any Borrower or any third party involved in the origination or making of any Loan; provided that , Servicer makes no representation or warranty with regard to information furnished to it by a Borrower other than pursuant to Section 4.02(a)(x) above.

(xii) Underwriting Criteria . Based upon the investigation referred to in Section 4.02(a)(x) above, Servicer has concluded that all Loans are compliant with the Underwriting Criteria in all aspects.

(xiii) Anti-Money Laundering . In originating the Loans, Servicer has complied with all applicable anti-money laundering laws, including without limitation the USA Patriot Act of 2001, as amended, and any similar applicable Laws (collectively, the “ Anti-Money Laundering Laws ”). Without limiting the generality of the foregoing, Servicer has established an anti-money laundering compliance program and has conducted the requisite due diligence in connection with the origination of the Loans for purposes of the Anti-Money Laundering Laws. Servicer maintains, and will maintain, sufficient information to evidence such actions and identify the applicable Borrowers for purpose of the Anti-Money Laundering Laws. Servicer has compared the names of

each Borrower to the publicly available list maintained by the United States Treasury Department’s Office of Foreign Assets Control (the “ OFAC List ”) of prohibited persons, entities, or prohibited or restricted jurisdictions and confirmed that there is no match.

(xiv) Reasonable Steps . Wi th respect to each individual employed by Servicer to perform services for Lender, Servicer has taken all commercially reasonable steps: (a) to ensure that such individual has not been convicted of any felony or aggravated misdemeanor and has not been banned from the business of banking; (b) to verify that such individual, if performing services in the United States, is eligible to work in the United States in accordance with all applicable laws; and (c) to ensure that such individual is not on any OFAC List. Servicer has taken all commercially reasonable steps to ensure that no entity to which Servicer subcontracts any work under this Origination Agreement or the Servicing Agreement is on the OFAC List. Neither Servicer, nor any of its owners (including without limitation its shareholders, partners and members, as applicable), is on the OFAC List. Servicer has conducted background checks of each of its personnel who will provide services to Lender under this Origination Agreement or who will have access to any of Lender’s confidential information or intellectual property. Each background check shall be reduced to writing and will be verified by Servicer as having been completed upon request by Lender, or by applicable governmental authority, upon reasonable notice. Servicer further represents and warrants that it shall use reasonable efforts to require all of its Subcontractors who will have access to any of Lender’s confidential information or intellectual property to conduct background checks of each of its personnel, consisting of no less than the minimum standards enumerated within this provision. Servicer’s or Servicer’s Subcontractors’ failure to conduct background checks as set forth in this Section 4.02(a)(xiv) constitutes a breach of the representations, warranties and covenants of Articles IV and V of this Origination Agreement and a material breach of the Servicing Agreement.

(xv) No Set-off . The Loans are not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Loans, or the exercise of any right thereunder, render any Loan unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense.

(xvi) Loan Documents . The promissory notes and agreements evidencing the Loans are genuine, and each is the legal, valid and binding obligation of the related Borrower, enforceable in accordance with its terms subject to the effect and application of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect which relate to or limit creditors’ rights generally or the effect and application of general principles of equity, whether considered in a proceeding in equity or at Law; provided however, that the foregoing is not a representation with respect to the collectability of the Loans.

(xvii) Acceptable Investment . To the Best of Servicer’s Knowledge, there are no circumstances or conditions with respect to any Loan or any Borrower that can reasonably be expected to cause private institutional investors to regard any Loan as an unacceptable investment, cause the Loan to become delinquent or adversely affect the value or marketability of the Loan.

(xviii) Documentation . The loan files for the Loans contain all promissory notes and agreements evidencing the Loans, all underwriting documents, all collection notes and all required disclosures. Servicer warrants that it shall use its best efforts to prevent the loss or alteration of Lender’s files, information, documents, lists, records, or any other confidential information accessed or retained by Servicer and shall be liable to Lender in the event of any loss or alteration resulting from the actions or omissions of Servicer, its agents, personnel, independent contractors, or Subcontractors.

(xix) Prohibition Against Unfair, Deceptive or Abusive Acts or Practices . Lender is committed to treating prospective and existing customers in a manner that is equitable, transparent, and consistent with consumer protection laws and regulations, including laws and regulations that prohibit unfair, deceptive or abusive acts or practices, including, but not limited to those contained in Sections 1031 and 1036 of Dodd-Frank. (“ UDAAP ”). Servicer represents and warrants that it has sufficient controls in place to comply with UDAAP in the provision of services to Lender under this Origination Agreement and to prohibit Servicer’s and, if relevant, its Subcontractors’ personnel from engaging in unfair, deceptive or abusive acts or practices as it relates to Borrowers. In accordance therewith, Servicer agrees to provide Lender, upon reasonable request, with:

(A)

a certification that Servicer’s personnel have completed UDAAP training;

(B)

a certification that Servicer’s and, if relevant, its Subcontractors’, direct customer-facing personnel’s contact with Borrowers is subject to quality assurance review to ensure compliance with all applicable Laws;

(C)

upon Lender’s request: (1) Servicer’s Complaint Tracking Procedures in compliance with the requirements of Section 2.12 above; and (B) the results of the Complaint Tracking Procedures in compliance with the requirements of Section 2.12 above;

(D)

documentation of tracking and monitoring of exceptions to Servicer’s Complaint Tracking Procedures, policies, and processes, and documentation of corrective actions taken by Servicer if high levels of exceptions are made, as reasonably determined by Lender;

(E)

documentation of follow-up actions performed by Servicer to ensure the recommended corrective actions are implemented;

(F)

subject to Servicer’s customary retention policies, recordings of customer support calls made to or received from Borrowers; and

(G)

all marketing and advertising materials, including promotional materials and marketing scripts including, but not limited to, ensuring representations and statements in such materials are factually supported in compliance with

all UDAAP requirements, including but not limited to, ensuring materials have a reasonable factual basis for all representations.

(b) Notice of Breach . Upon discovery by either Servicer or Lender of a breach of any of the representations and warranties set forth in this Section 4.02, the Party discovering such breach shall give written notice to the other Party within three (3) Business Days following such discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice and will not affect the rights, duties or liabilities of the Parties.

Section 4.03 Representations and Warranties of Lender .

(a) Representations and Warranties of Lender . As of the date hereof and as of each Settlement Date, Lender hereby represents and warrants to, and agrees with, Servicer that:

(i) Organization . Lender is a commercial bank duly organized, validly existing and in good standing under the laws of the State of Alabama.

(ii) Capacity; Authority; Validity . Lender has all necessary power and authority to enter into this Origination Agreement and to perform all of the obligations to be performed by it under this Origination Agreement. This Origination Agreement and the consummation by Lender of the transactions contemplated hereby and by the Origination Papers have been duly and validly authorized by all necessary action on the part of Lender, and this Origination Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender and is enforceable in accordance with its terms (except as such enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

(iii) Conflicts; Defaults . Neither the execution and delivery of this Origination Agreement or the Origination Papers by Lender nor the consummation of the transactions contemplated by this Origination Agreement and the Origination Papers by Lender, will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance provided by the terms of any contract, instrument or commitment to which Lender is a party or by which it is bound, (B) violate the certificate of incorporation or bylaws, or other equivalent organizational document of Lender, (C) require any consent or approval under any judgment, Order, writ, decree, Permit or license to which Lender is a party or by which it is bound, or (D) require the consent or approval of any other party to any contract, instrument or commitment to which Lender is a party or by which it is bound. Lender is not subject to any agreement with any regulatory authority which would prevent the consummation by Lender of the transactions contemplated by this Origination Agreement.

(iv) Litigation . There is no claim, or any litigation, suit, action, proceeding, arbitration, investigation or controversy pending, to which Lender is a party and by which it is bound, that reasonably would be expected to materially adversely affect Lender’s ability to consummate the transactions contemplated hereby and, To the Best of Lender’s Knowledge, no such claim,

litigation, suit, action, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and no facts exist that would provide a basis for any such claim, litigation, suit, action, proceeding, arbitration, investigation or controversy.

(v) No Consent, Etc . No consent of any Person (including without limitation any stockholder or creditor of Lender) and no consent, license, Permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained and delivered to Servicer and other than the filing of financing statements in connection with the transfer of the Loans) in connection with the execution or delivery of this Origination Agreement or the Origination Papers by Lender, the validity of this Origination Agreement or the Origination Papers with respect to Lender, the enforceability of this Origination Agreement or the Origination Papers against Lender, the consummation by Lender of the transactions contemplated hereby or by the Origination Papers, or the performance of Lender of its obligations hereunder and under the Origination Papers.

(vi) Compliance with Laws . The Lender is a commercial bank whose deposits are insured by the Federal Deposit Insurance Corporation and has in effect all material Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and to extend the Loans and such Permits are in full force and effect, and, To the Best of Lender’s Knowledge, there has occurred no material Default under any such Permit, and the Lender is not:

(A) in Default under any of the provision of its charter or bylaws, in any material respect that would have a materially adverse effect on this Origination Agreement or the Servicing Agreement or the transaction contemplated hereby or thereby;

(C) in receipt of any notification or communication from any Governmental Authority or the staff thereof (i) asserting that Lender is not in material compliance with any of the Laws or Orders which such Governmental Authority enforces, (ii) threatening to revoke any material Permits or (iii) requiring Lender to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, any of which restricts materially the conduct of its respective business or that would cause a material adverse effect on this Origination Agreement or the Servicing Agreement.

(vii) Underwriting Criteria . The Underwriting Criteria are consistent with the Lender’s lending authority under the state and federal law, and Lender will inform Servicer of any necessary revisions to the Underwriting Criteria necessary to maintain consistency with such lending authority.

(b) Notice of Breach . Upon discovery by either Servicer or Lender of a breach of any of the representations and warranties set forth in this Section 4.03, the Party discovering such breach shall give written notice to the other Party within three (3) Business Days following such discovery unless precluded by applicable Law; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice and will not affect the rights, duties or liabilities of the Parties.

ARTICLE V

COVENANTS

Section 5.01 Covenants of Servicer and Lender .

(a) Covenants of Servicer . Servicer hereby covenants and agrees with Lender as follows:

(i) Ownership Interests . Lender is the maker and owner of all Loans. Servicer has no ownership rights in any Loan. Servicer will not make any representation to any Borrower to the contrary. Servicer will not sell, pledge, assign or transfer to any Person other than Lender, or take any other action inconsistent with Lender’s ownership of the Loans, or grant, create, incur, assume or suffer to exist any Lien on any Loan, whether now existing or hereafter created, or any interest therein. Servicer shall not claim any ownership interest in the Loans and shall defend the ownership, right, title and interest of Lender in, to and under the Loans, whether now existing or hereafter created, against all claims of any third party.

(ii) Notice of Liens . Servicer shall notify Lender promptly after becoming aware of any Lien on any Loan and any alleged ownership interest in any Loan by any third party.

(iii) Documentation of Transfer . Lender may file such documents (at the expense of Lender) as may be necessary to transfer or perfect and maintain the perfection of the transfer of the Loans to Lender, and Servicer shall cooperate with Lender in any such filing. Servicer hereby authorizes and ratifies all such filings.

(v) Compliance Testing . Servicer agrees to make available its facilities, personnel and records when reasonably requested by Lender to enable Lender or its Auditors to review and Audit the Loans and related files and Servicer’s procedures with respect to its origination and servicing of Loans. Servicer agrees to correct any material deficiencies noted during these Audits within thirty (30) days of such notice. Lender’s decision not to exercise its right to Audit Servicer pursuant to this Section shall not act as a waiver of any of this rights or remedies under this Origination Agreement.

(vi) Amendment to Program Agreements . Without the consent and approval of Lender, Servicer will not amend any of the Program Agreements if such amendment would cause the Loans generated thereunder to cease meeting the Underwriting Criteria or would otherwise adversely

affect Lender in any material respect. In addition, Servicer shall advise Lender at least 7 days in advance of any changes to the Program Agreements that reasonably could be expected to alter the performance of the Loans under the Program Agreements and shall reasonably consider any comments Lender may have to such changes.

(vii) Lender Review of Marketing Materials . Servicer agrees to make the Marketing Materials available to Lender, upon Lender’s reasonable request, for Lender’s review; further, Servicer agrees that Lender may require Servicer to revise any Marketing Materials that Lender believes in good faith are inappropriate. Lender may publicize its involvement with Servicer and the Program Dealer(s) subject to Servicer’s prior written consent, which consent may not be unreasonably withheld. Lender shall retain full control over the use of Lender’s name and trademarks as described in further detail in Section 5.01(a)(ix).

(viii) Publicity . Servicer will not use Lender’s name, marks, or refer to Lender directly or indirectly in any media release, public announcement, or public disclosure relating to this Origination Agreement or its subject matter to the extent the materials in such media release, announcement, or disclosure have not previously been made publicly available without obtaining written consent from Lender for each such use or release. This restriction includes, but is not limited to, any public promotional or marketing materials, websites, public electronic media, customer lists or public business presentations. This restriction expressly excludes any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Servicer or any use in connection with the provision of services hereunder, under the Servicing Agreement or in the management of Servicer’s business (as contrasted to the marketing of Servicer’s business to consumers) in which instance Servicer shall be entitled to describe its origination and servicing relationship with Lender.

(ix) Marks . Servicer hereby acknowledges the validity of all trademarks, internet domain names, web addresses, telephone numbers, trade dress, service marks and/or trade names (including, without limitation, logos and slogans) which identify or distinguish Lender or the goods, services or products of Lender, its Affiliates, and their respective products and services (“ Marks ”), and further acknowledges and agrees that Lender (or an applicable Affiliate) is and remains the exclusive owner of such Marks and names, and any and all rights thereto. Neither Party shall have any right, title or interest in or to the Marks of the other Party or any of its Affiliates under this Agreement, and nothing herein shall be construed as the grant of a license to use any such Marks. The Parties acknowledge and agree that such rights may be conveyed only pursuant to the terms of a separate Trademark License Agreement between executed between Lender and Servicer, a copy of which is attached hereto as Exhibit G.

(x) Notices under Program Agreements . Servicer agrees to promptly deliver to Lender any and all material notices it either receives from or delivers to Program Dealers related to the Loans, the ability of Servicer or Lender to perform their respective obligations under this Origination Agreement or the Origination Papers, the rights of Lender under this Origination Agreement or the Origination Papers or the transactions contemplated hereunder in general.

(xi) Compliance Conditions . Servicer agrees to comply with the Compliance Conditions set forth in Schedule A .

(xii) Loan Documents . [*****] .

(xiii) Confidentiality . Servicer agrees to maintain the confidentiality of any information that it obtains from Lender with respect to Lender’s practices and procedures and to use such information solely in connection with the transactions contemplated hereby and by the Servicing Agreement, subject to Servicer’s ability to disclose such information (A) to any Governmental Authority with jurisdiction over Servicer, (B) to the extent required by Law, and (C) to enforce its rights hereunder and under the Servicing Agreement as more fully described in the Master Confidentiality and Non-Disclosure Agreement executed by the Parties and attached hereto as Schedule E and incorporated by reference herein .

(xiv) Lender’s Code of Business Conduct and Ethics . Lender’s Code of Business Conduct and Ethics (the “ Code ”) includes restrictions on Lender’s employees’ dealings with third party vendors (for example, giving and receiving gifts, outside business ventures and investments, and borrowing from vendors). Servicer and its personnel shall not induce or cause any employee of Lender to violate the Code. Servicer agrees to support Lender’s employees’ compliance with all applicable provisions of the Code. Servicer may view the Code at www.regions.com, and then by clicking the following links: Investor Relations, Corporate Governance, Code of Conduct, Code of Business Conduct, and Ethics.

(xv) [*****] .

(b) Covenants of Lender . Lender covenants and agrees with Servicer as follows:

(i) Lender agrees that it will provide Servicer with such information as Servicer may reasonably request to enable Servicer to determine Lender’s compliance with this Origination Agreement.

(ii) Lender agrees to maintain the confidentiality of any information that it obtains from Servicer with respect to Servicer’s practices and procedures and to use such information solely in connection with the transactions contemplated hereby and by the Servicing Agreement, subject to Lender’s ability to disclose such information (A) to any Governmental Authority with jurisdiction over Lender, (B) to the extent required by Law, and (C) to enforce its rights hereunder and under the Servicing Agreement as more fully described in the Master Confidentiality and Non-Disclosure Agreement executed by the Parties and attached hereto as Schedule E and incorporated by reference herein .

(iii) Lender agrees that neither it nor its Affiliates will provide customer financing for a Program Dealer (or, if applicable, its sponsor) other than pursuant to this Origination Agreement [*****] .

Section 5.02 Regulatory Inspections . Servicer shall make available its facilities, personnel and records with regard to the matters relating the Loans for examination or Audit when requested by a Governmental Authority with jurisdiction over the other Party as described in Section 3.02.

ARTICLE VI

TERM, TERMINATION AND PURCHASE

Section 6.01 Term . This Origination Agreement shall commence as of the Effective Date and shall continue until the fifth anniversary of the Effective Date (the “Term”) unless sooner terminated as provided herein.

Section 6.02 Failure to Perform . Lender may terminate this Origination Agreement upon ninety (90) days prior written notice to Servicer if (i) the three month average of the Performance Threshold is greater than [*****] .00%, (ii) Servicer fails to satisfy the Compliance Conditions, (iii) Servicer materially breaches any representation, warranty or covenant to Lender under this Origination Agreement, (iv) [*****] , or (v) Servicer is in material Default under the Origination Agreement or the Servicing Agreement (each a “ Performance Termination Event ”). If such Performance Termination Event is not cured within ninety (90) days after Servicer receives notice of the Performance Termination Event, this Origination Agreement will be terminated, although Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Performance Termination Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). Notwithstanding the foregoing, in the event of the limited circumstances described in Sections 6.03, 6.04, 6.05 and 6.06, the provisions of Section 6.03, 6.04, 6.05 or 6.06, including the notice and cure periods contemplated therein, shall apply.

Section 6.03 Noncompliance Termination . In the event that Servicer is required to correct any compliance deficiency pursuant to Section 5.01(a)(v) above, and Servicer does not correct any such deficiencies material to the Loans taken as a whole within thirty (30) days of such notice (“ Noncompliance Event ”), Lender is permitted to terminate this Origination Agreement upon ten (10) days notice. Notwithstanding the foregoing, Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Noncompliance Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with

Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under the Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right).

Section 6.04 Dissolution Termination . If Servicer voluntarily goes into liquidation or consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer, or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making or suspension, a “ Dissolution Event ”), Lender shall have the right, at Lender’s sole option upon the date of any such Dissolution Event, to terminate this Origination Agreement and/or appoint a Successor Servicer by written notice to Servicer, and, thereupon, Lender shall have no further duties or obligations to fund Loans. Servicer shall promptly give notice to Lender of any Dissolution Event. Notwithstanding the foregoing, Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Dissolution Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under the Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right).

Section 6.05 Regulatory Termination Event . Lender may terminate this Origination Agreement with respect to any Program Agreement upon one (1) day prior written notice to Servicer if (i) Lender receives notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit in any material respect or (ii) Lender reasonably believes that in connection with a Program Agreement it will be at risk of violating or contravening (or becoming liable for violations or contraventions of) any Law, Order or Permit (a “ Regulatory Termination Event ”), subject to the right of Servicer to cure such breach, violation, contravention or conflict within such one (1) day. In the event of a termination, Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any

commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). In the event of a Regulatory Termination Event, Lender shall request the respective Governmental Authority to allow Lender to share with Servicer all documentation concerning any adverse findings related to the Origination Agreement or the Servicing Agreement to the extent permitted by applicable Laws, and Lender will take all commercially reasonable actions to resolve any adverse findings and/or criticisms in an effort to assist Servicer to cure any such Regulatory Termination Event. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Origination Agreement.

Section 6.06 [*****] .

Section 6.07 Force Majeure .

(a) Notwithstanding any other provision of this Origination Agreement, if either Party is prevented, hindered or delayed in the performance or observance of any of its obligations under this Origination Agreement by reason of any circumstance beyond its reasonable control, including but not limited to fire, flood, earthquake, extraordinary weather conditions not reasonably foreseeable by the Party, riots, civil disorders, rebellions, or revolutions in any country (“ Force Majeure ”), that Party will be excused from any further performance or observance of the obligations so affected for as long as such Force Majeure circumstances prevail, provided that Party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay (including compliance with applicable business continuity plans and disaster recovery plans). The Parties acknowledge and agree that Force Majeure specifically excludes strikes, work stoppages, labor shortages, etc. by Servicer’s employees. The Party affected by a Force Majeure event will advise the other Party in reasonable detail of the event (including the estimated duration of the event) as promptly as practicable (and in any event within four business hours after occurrence of the event) and keep the other Party reasonably apprised of progress in resolving the event. Notwithstanding the foregoing, no Force Majeure event shall excuse Servicer from implementing any business continuity plans or disaster recovery plans required by this Origination Agreement.

Lender’s option, obtain substitute services from another vendor on a temporary basis (the “ Substitute Service ”), provided that (i) Lender shall notify Servicer in writing as soon as practicably possible of any Substitute Service, and (ii) Lender shall purchase or subscribe to such Substitute Service for the minimum commercially available quantities or period that would cover the reasonably expected duration of the Force Majeure condition based upon Servicer’s good faith estimate thereof. Servicer’s obligation to provide the affected service shall be suspended for such period or during the period that Lender is subject to a Substitute Contractual Obligation (as defined hereafter), and such obligation shall resume upon the later of the termination or expiration of Lender’s Substitute Contractual Obligation with third parties for a Substitute or the cessation of the Force Majeure condition. As used herein, “ Substitute Contractual Obligation ” shall mean an obligation under any contract to obtain or purchase a Substitute Service in the minimum commercially reasonable quantities or for the minimum commercially reasonable period to address the Force Majeure event. For avoidance of doubt, it is specifically understood and agreed that Lender may honor such Substitute Contractual Obligation and will not be required to take any action to avoid or terminate the Substitute Contractual Obligation that would result in Lender’s incurring any penalty, termination charge, or any similar cost or expense of any nature, however characterized. Subject to any such Substitute Contractual Obligation, Lender shall resume use of the affected services promptly upon the cessation of the Force Majeure condition. In the event of a Force Majeure condition that requires Lender to obtain Substitute Services: (i) Servicer shall not charge Lender for any services that are not provided as a result of a delay or interruption excused as a Force Majeure condition during the period of such delay or interruption; and (ii) Servicer shall not charge Lender any reactivation, reinstallation, or reconnection charge to resume use of the restored services.

Section 6.08 Optional Purchase . If at any time this Origination Agreement expires or is terminated by Lender for any reason other than Servicer’s Default under this Origination Agreement or the Servicing Agreement; [*****], Servicer may purchase all of the Loans (or, at Servicer’s option, the underlying receivables) from Lender, free and clear of all Liens, for an amount equal to [*****] (the “ Optional Purchase ”) in cash. Servicer may exercise the Optional Purchase at any time ninety (90) days after the date of the applicable triggering event by delivery of the purchase price to Lender, otherwise, such Optional Purchase right shall expire as of the ninetieth day after the date of such triggering event.

Section 6.09 Transition Assistance . Upon termination of this Origination Agreement, Servicer will use commercially reasonable efforts to assist Lender to obtain (on a non-exclusive basis) any services then being performed by Servicer or its vendors or Subcontractors to fulfill its obligations under this Origination Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Origination Agreement may not be modified or amended except by a writing executed by both parties hereto.

Section 7.02 Governing Law . THIS ORIGINATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.03 Notices . All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when actually delivered by a nationally recognized overnight courier or, if rejected by the addressee, when so rejected, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the address shown as follows :

If to Servicer:	GreenSky Trade Credit, LLC
	1797 N.E. Expressway
	Atlanta, GA 30329
	Attention: President

If to Lender:	Regions Bank
	1900 Fifth Avenue North
	Birmingham, AL 35203
	Attention: Logan Pichel

Either Party shall have the right to change its notice address to another address within the continental United States of America upon providing notice to the other such Party.

Section 7.04 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Origination Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Origination Agreement and shall in no way affect the validity or enforceability of the other provisions of this Origination Agreement.

Section 7.05 Assignment . This Origination Agreement is binding upon the Parties and their successors and assigns. Neither Party may assign this Origination Agreement or any of its rights or obligations hereunder to any Person that is not an Affiliate without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person, without such prior written consent, shall be void. Notwithstanding the foregoing, Lender may sell, assign, convey or grant a security interest in all or part of the Loans made by it to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Origination Agreement, and the Servicing Agreement, and Servicer may assign its interest hereunder as part of the sale of all or substantially all of its assets or business. In addition, Servicer shall be entitled to convert into either a Georgia or Delaware corporation.

Section 7.06 Further Assurances . Servicer and Lender agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party more fully to effect the purposes of this Origination Agreement, including, without limitation, the authorization or execution of any financing statements or amendments thereto or equivalent documents relating to the Loans for filing under the provisions of the UCC or other law of any applicable jurisdiction and to provide prompt notification to the other Party of any change in the name or the type or jurisdiction of organization of such Party.

Section 7.07 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of Servicer or Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.08 Counterparts . This Origination Agreement may be executed in two or more counterparts (and by different Parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.09 Binding; Third-Party Beneficiaries . This Origination Agreement will inure to the benefit of and are binding upon the Parties hereto and their respective successors and permitted assigns. There are no intended third-party beneficiaries of this Origination Agreement.

Section 7.10 Merger and Integration . Except as specifically stated otherwise herein, this Origination Agreement, including all schedules and exhibits hereto, and the Origination Papers, set forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Origination Agreement and the Origination Papers. This Origination Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Origination Agreement shall remain operative and in full force and effect and shall survive the termination of this Origination Agreement. In addition, t he termination or expiration of this Origination Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Origination Agreement that by their terms continue after termination.

Section 7.13 Limitations on Liability for Damages . Notwithstanding any provision to the contrary in this Origination Agreement, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Origination Agreement by

Lender, that (a) there shall be absolutely no personal liability on the part of any shareholder, director, officer, or employee of Lender or Servicer with respect to any of the terms, covenants, and conditions of this Origination Agreement, (b) Servicer and Lender waive all claims, demands, and causes of action against Lender’s and its Affiliates’ or Servicer’s and its Affiliates’, as the case may be, shareholders, officers, directors, employees, and agents in the event of any breach by Lender of any of the terms, covenants, and conditions of this Origination Agreement to be performed by Lender, and (c) each Party shall look solely to the assets of the other Party or its Affiliates for the satisfaction of each and every remedy in the event of any breach by the other Party or its Affiliates of any of the terms, covenants, and conditions of this Origination Agreement to be performed hereunder. Other than amounts actually recovered by third parties in connection with Section 7.14 below, i n no event shall either Servicer or Lender, or any of their respective officers, directors, employees, agents or affiliates, be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder.

Section 7.14 Indemnification . Notwithstanding any other provision of this Origination Agreement, f or separate additional consideration, the receipt and sufficiency of which are hereby acknowledged, to the fullest extent permitted by law, each Party (the “ Indemnifying Party ”), hereby agrees to indemnify and hold harmless the other Party, its affiliates, officers, directors, managers, employees and agents (collectively referred to herein as the “ Indemnified Parties ”) and defend at the Indemnifying Party’s cost, which will be promptly paid upon demand, from and against any and all losses, liabilities, claims, demands, damages, and all costs and expenses relating to such losses, liabilities, claims, demands and damages (including, without limitation, out-of-pocket costs of investigation; costs of litigation; court costs; penalties; fines; taxes; charges; fees; settlements; licensing fees; judgments; discovery costs; consultants’, experts’, and witnesses’ fees and expenses; interest; and reasonable attorney fees and expenses, specifically including any fines or penalties imposed on Lender by a federal or state bank regulatory agency, the United States Department of Justice, State Regulators, State Attorney Generals, the Federal Trade Commission or the Consumer Financial Protection Bureau) of every, kind, nature and description sustained or incurred by the Indemnified Parties, or any of them, that arise out of or relate to any Default, misrepresentation, breach, nonperformance or the inaccuracy of any representation, warranty, covenant or other obligation by the Indemnifying Party made, owed or contained in this Origination Agreement or in any schedule, certificate or other document executed by the Indemnified Parties in connection with this Origination Agreement, the Servicing Agreement, the Program Agreements or the transactions contemplated herein, and the Indemnifying Party’s acts in performing its obligations herein or any act or omission of any Subcontractors. The Indemnified Party shall have the right to choose counsel which shall not be rejected by the Indemnifying Party unless the choice of counsel is unreasonable. Without the Indemnified Party’s consent, the Indemnifying Party will not settle any claim or demand unless such settlement includes a release of the Indemnified Party and does not contain any admission of wrongdoing.

Section 7.15 Informal Dispute Resolution . For any disputes relating to a breach of any representation, warranty or covenant under Articles IV and V of this Origination Agreement,

Servicer and Lender will notify each other in writing within a commercially reasonable timeframe and as promptly as possible regarding any conflicts arising out of this Origination Agreement, or in the interpretation of the provisions of this Origination Agreement, or any dispute as to whether or not a breach of this Origination Agreement is alleged to have occurred, requesting informal dispute resolution. Servicer and Lender will attempt to resolve all such conflicts as promptly as possible and in good faith before initiating any causes of action arising out of this Origination Agreement.

Section 7.16 Good Faith Efforts . Each of the Parties agrees to negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved following the notice and informal dispute resolution process described above. To this end, each Party agrees to escalate any and all unresolved disputes or claims in accordance with this Section before taking further action.

Section 7.17 Escalation Procedures .

(a) If the negotiations conducted pursuant to Section 7.16 do not lead to resolution of the underlying dispute or claim to the satisfaction of a Party involved in such negotiations, then either Party may notify the other in writing that it desires to escalate the dispute or claim to the Parties’ Relationship Managers for resolution.

(i)

Level 1: The respective Relationship Managers for each Party will meet and attempt in good faith to resolve the dispute within 30 days of receipt of the notification.

(ii)

Level 2: If the conflict is not resolved within such 30 day period, either Business Group Executive shall escalate the dispute or claim to his/her executive level officer who will notify his/her counterpart at the other Party of the need to resolve the dispute or claim. The Parties will then have 30 days from receipt of the notification to meet and attempt in good faith to resolve the claim or dispute.

(iii)

The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the Parties’ representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding.

(b) If the conflict is not resolved by either Level 1 or Level 2 intervention, then either party may request in writing that the Parties resolve the conflict by either mediation or binding arbitration. If the Parties cannot agree to submit to either mediation or binding arbitration, either party may take any legal or equitable action available under Georgia law.

(c) During any conflict resolution, Servicer agrees to provide services to Lender owed under this Origination Agreement relating to items not in dispute, to the extent practicable pending resolution of the conflict. Lender agrees to pay invoices or portions thereof that are not related to the dispute pursuant to this Origination Agreement.

(d) Relationship Managers and Business Group Executives . Each Party shall designate a Relationship Manager and a Business Group Executive for purposes of Origination Agreement and the Servicing Agreement in writing in accordance with the notice provisions hereof. Each Party may remove and change its Relationship Manager and Business Group Executive through similar notice. Servicer’s initial Relationship Manager shall be Stefan Woulfin, Senior Vice President, and its initial Business Group Executive shall be Tim Kaliban, President. Lender’s initial Relationship Manager shall be __________, and its initial Business Group Executive shall be __________.

Section 7.18 Jury Waiver . WITH RESPECT TO ANY CLAIM OR DISPUTE UNDER THIS ORIGINATION AGREEMENT, THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY COURT IN ANY ACTION FOR THE ADJUDICATION OF ANY CLAIM OR DISPUTE ARISING UNDER THIS ORIGINATION AGREEMENT.

Section 7.19 Termination . In no event will the existence or implementation of the dispute resolution process set out in this Sections 7.15, 7.16 or 7.17 or any other dispute resolution process selected or engaged in by the Parties, affect either Party’s right to terminate this Origination Agreement under Article VI.

Section 7.20 Non-Discrimination . To the extent applicable or not exempt, Lender and Servicer shall abide by the requirements of 41 CFR § 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that Lender and Servicer take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

[Remainder of the page intentionally left blank, Signature Page follows]

IN WITNESS WHEREOF, Servicer and Lender have caused this Origination Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	REGIONS BANK

	By:	/s/ John S. Hiott
	Name:	John S. Hiott
	Title:	SVP, Corporate Procurement

Exhibit 10.12

Composite Version as amended

through Amendment 6

SERVICING AGREEMENT

Dated as of November 25, 2014

by and between

GREENSKY, LLC

and

REGIONS BANK

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (the “ Servicing Agreement ”) dated as of November 25, 2014 (the “ Effective Date ”), by and between GREENSKY, LLC, f/k/a GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“ Servicer ”) and REGIONS BANK, an Alabama chartered commercial bank (“ Lender ”), as amended December 21, 2015; February 14, 2017; June 29, 2017; and September 29, 2017. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, Servicer and Lender have entered into a Loan Origination Agreement (as may be amended, the “ Origination Agreement ”); and

WHEREAS, Lender and Servicer have agreed that Servicer perform certain servicing with respect to the Loans and Servicer is willing to service the Loans;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between Servicer and Lender as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used herein or in any certificate or document made or delivered pursuant hereto shall have the following meanings:

“ Audit ” has the meaning set forth in Section 2.08.

“ Audited Items ” has the meaning set forth in Section 2.08.

“[*****] .

“ Bank Margin ” shall mean, [*****].

“[*****].

“ Business Group Executive ” has the meaning set forth in Section 7.17(b).

“ CISO ” has the meaning set forth in Section 2.12.

“ Code ” has the meaning set forth in Section 5.01(d).

“ Collections ” shall mean all cash, checks, notes, instruments and other items of payment.

“ Complaint Tracking Procedures ” has the meaning set forth in Section 2.05.

“ Complaints ” has the meaning set forth in Section 2.05.

“ Default ” shall mean (i) any breach or violation of, default under, contravention of, or conflict with this Servicing Agreement or any representation, warranty or covenant owed by either Party hereunder, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, this Servicing Agreement or any Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, this Servicing Agreement or any Law, Order, or Permit.

“ Effective Date ” shall have the meaning set forth in the Recitals hereto.

“[*****].

“ Essential Daily Functions ” has the meaning set forth in Section 2.09.

“ FACT Act ” has the meaning set forth in Section 2.13.

“ Force Majeure ” has the meaning set forth in Section 6.03(a).

“ Governmental Requirements ” means, collectively, all federal and state statutes, codes, ordinances, laws, and regulations that may apply to Servicer or Lender either now or in the future relating to the Servicing of the Loans, including, but not limited to, applicable federal, state and local consumer protection laws, the federal Equal Credit Protection Act, the federal Truth in Lending Act, the federal Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, the Telephone Consumer Protection Act, and the Fair and Accurate Credit Transactions Act of 2003, the Bank Service Company Act, and privacy and anti-money laundering laws, and all regulations, rules, orders, guidance, directives, interpretations and decrees of any Governmental Authority.

“ GreenSky® Program ” shall mean Servicer’s program of providing certain services and a technology platform to lenders in connection with lenders originating consumer loans, primarily through a network of Program Dealers, which program is administered by Servicer on behalf of and as agent for federally-insured, federal and state chartered lenders participating in the GreenSky® Program.

“ GreenSky® Program ACH Account ” shall mean the payment clearing custodial account established and maintained by Servicer for the benefit of the lenders in the GreenSky® Program, at Fifth Third Bank or such other bank selected by Servicer and reasonably acceptable to Lender, for the purposes of receiving electronic payments made on loans pursuant to the Automatic Clearinghouse payment system.

“ GreenSky® Program Payment Clearing Account ” shall mean the payment clearing custodial account established and maintained by Servicer for the benefit of the lenders in the GreenSky® Program, at the Lockbox Bank or such other bank selected by Servicer and reasonably acceptable to Lender, for the purposes of (a) receiving funds from the GreenSky® Program ACH Account for disbursement to Lender’s Designated Account and other GreenSky® Program lenders’ accounts, as applicable, and (b) holding payments from borrowers that initially are unable to be attributed to a Loan and disburse such funds to Lender’s designated Account and other GreenSky® Program lenders’ designated accounts after identification, as applicable.

“[*****].

“ Indemnified Parties ” shall have the meaning set forth in Section 7.13.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.13.

“ Law ” shall mean any code, law (including common law), ordinance, regulation, reporting, registration, notification or licensing requirement, rule, or statute applicable to Servicer and Lender, including those promulgated, interpreted or enforced by any Governmental Authority, including, without limitation, the Gramm-Leach-Bliley Act.

“ Lender’s Designated Account ” shall mean, upon the mutual agreement of Lender and Servicer, either a custodial account established and maintained by Servicer for the benefit of Lender or an account established and maintained by Lender, at Wells Fargo Bank or such other bank selected by Servicer and reasonably acceptable to Lender, for the purposes of receiving Borrower payments from the Lockbox and Borrower ACH payments from the GreenSky® Program Payment Clearing Account.

“ Loan ” or “ Loans ” shall mean any promissory note originated by Lender pursuant to the Origination Agreement and any promissory note purchased by Lender from Servicer pursuant to the Purchase and Sale Agreement dated as of June 29, 2017.

“ Lockbox ” shall mean the address or post office box of the Lockbox Bank which is associated with Lender’s Designated Account and accounts for other lenders participating in the

GreenSky® Program and to which Borrowers are instructed to remit check payments on the Loans or such other address or post office box as may be established for such purpose in connection with this Servicing Agreement.

“ Lockbox Bank ” shall mean a financial institution selected by Lender (including Lender acting in such capacity) and identified in Schedule B hereto.

“ Marks ” has the meaning set forth in Section 5.01(g).

“ Monthly Accounting ” shall have the meaning set forth in Section 3.01(a).

“ Officer’s Certificate ” shall mean, unless otherwise specified in this Servicing Agreement, a certificate signed by the President, any Vice President or Chief Financial Officer of Lender or Servicer, as the case may be, or by the President, any Vice President or the Chief Financial Officer of a Successor Servicer.

“ Origination Agreement ” shall have the meaning set forth in the Recitals.

“ Outstanding Balance ” shall mean, as of any specified date, the face value of a Loan originated by Lender plus the amount of any interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against such Loan, all as contemplated by this Servicing Agreement.

“ Payment Date ” shall mean the seventh calendar day of each month, but if such calendar day is not a business day, then the first business day after the seventh calendar day of the month.

“ Performance Fee ” shall have the meaning set forth in Section 3.01(b).

“ Permit ” shall mean any federal, state, local, and foreign governmental approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right to which any person is a party or that is or may be binding upon or inure to the benefit of any person or its securities, assets, or business.

“ Promotional Loans ” shall mean Loans during the first 12 months following the first transaction.

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to the Outstanding Balance of all Loans that become past due by 90 or more days during such month. For purposes of this definition, Outstanding Balance shall not include fees.

“[*****].

“ Portfolio Shortfall ” shall have the meaning set forth in Section 3.01(c).

“ Principal Balance ” shall mean, as of any specified date, the face value of a Loan originated by Lender minus any payments, credit or other amounts credited against such face value, all as contemplated by this Servicing Agreement.

“ Program Agreements ” shall mean the GreenSky Installment Loan Program Agreement by and between Servicer and THD At-Home Services, Inc. entered into as of August 21, 2009, as heretofore and hereafter amended, Dealer Program Agreements and such other agreements as may be agreed to by Servicer and Lender.

“ Rate ” shall mean [*****].

“ Regulatory Agencies ” has the meaning set forth in Section 2.08.

“ Relationship Manager ” has the meaning set forth in Section 7.17(b).

“ Reset Date ” shall have the meaning set forth in Section 3.02.

“ Servicer Default ” shall have the meaning set forth in Section 4.01.

“ Service Transfer ” shall have the meaning set forth in Section 4.01(d).

“ Servicing ” shall have the meaning set forth in Section 2.01(b).

“ Servicing Fee ” shall have the meaning set forth in Section 3.01(g).

“ Servicing Reports ” shall have the meaning set forth in Schedule A attached hereto.

“ Subcontractor ” shall mean any person that provides a material service to Servicer in connection with the offering, provision, origination or servicing of any Loan.

“ Substitute Service ” has the meaning set forth in Section 6.03(b).

“ Successor Servicer ” shall have the meaning set forth in Section 4.02(a).

“ Termination Notice ” shall have the meaning set forth in Section 4.01(d).

“[*****].

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Servicing Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) All capitalized terms used here herein and not otherwise defined herein shall have meanings ascribed to them in the Origination Agreement.

(c) The words “hereof,” “herein” and “hereunder” and any words of similar import when used in this Servicing Agreement shall refer to this Servicing Agreement as a whole and not to any particular provision of this Servicing Agreement; and Section, Subsection and Schedule references contained in this Servicing Agreement are references to Sections, Subsections and Schedules in or to this Servicing Agreement unless otherwise specified.

ARTICLE II

ADMINISTRATION AND SERVICING OF LOANS

Section 2.01 Servicing .

(a) Lender hereby appoints Servicer to service the Loans as provided herein.

(b) Servicer agrees to service the Loans in accordance and compliance with all applicable Laws and Governmental Requirements and customary industry servicing practices of prudent lending institutions that service loans of the same type as the Loans, which shall include, but not be limited to, account opening, transaction processing, customer service, statement generation, reporting, billing, repayment disbursements, management, administration, collection, and customer service, in accordance, where applicable, with (i) the criteria set forth in this Servicing Agreement, as it may be amended from time to time, and on Schedule A annexed hereto, and (ii) the terms of the Origination Agreement, as it may be amended from time to time, and any schedules thereto (“ Servicing ”). Servicer further agrees to provide such other services as Lender and Servicer determine are customary and reasonable in connection with the servicing of the Loans, as provided for herein. Notwithstanding the foregoing, Servicer shall not be obligated to institute collection litigation.

(c) Servicer agrees to timely deliver to Lender the financial reports with respect to the Loans as are set forth on Schedule A annexed hereto.

(d) Servicer shall have full power and authority to do any and all things in connection with such Servicing that it may reasonably deem necessary or desirable for the benefit of Lender. Notwithstanding the foregoing, on Loans less than 90 days past due, Servicer shall not, without the prior approval of Lender, (i) modify the terms of the Loans, including, but not limited to, interest rate and maturity date, or (ii) waive Borrower payment delinquencies. In addition, if the Monthly Accounting is not positive, Servicer shall not (i) modify the terms of the Loans or (ii) waive Borrower payment delinquencies. Otherwise, on Loans greater than or equal to 90 days past due, Servicer may, without the prior approval of Lender (i) modify the terms of the Loans, including, but not limited to, interest rate and maturity date and (ii) waive Borrower payment delinquencies. Servicer and Lender agree that Servicer’s modification of the terms of a Loan or

waiver of Borrower payment delinquencies pursuant to this Section 2.01(d) shall have no effect upon the treatment of the Outstanding Balance of such Loan as a Portfolio Credit Loss.

(e) Without limiting the generality of the foregoing, Servicer agrees: (i) to timely invoice each Borrower for all payments required to be paid by such Borrower in such manner and to the same extent as Servicer does with respect to similar loans held for its own account or would be expected to do if it held such loans for its own account; (ii) to instruct each Borrower to remit such payments due by such Borrower as follows: (A) to the extent such payments are made by wire transfer, ACH or direct deposit, to remit such payments to the GreenSky® Program ACH Account (and Servicer shall cause such payments to be swept to the GreenSky® Program Payment Clearing Account and then transferred and posted to Lender’s Designated Account within two (2) business days after receiving payment), and (B) to the extent such payments are made by check, cash or other means, to remit such payments to the Lockbox (and Servicer shall cause such payments to be swept and posted to Lender’s Designated Account within two (2) business days after such payments are received in the Lockbox); (iii) to deposit into Lender’s Designated Account any payment received by Servicer directly from a Borrower with respect to any Loan within two (2) business days of receiving such payments from a Borrower; and (iv) maintain with respect to each Loan, complete and accurate records in the same form and to the same extent as Servicer does with respect to contracts held for its own account or would be expected to do if it held such contracts for its own account. Notwithstanding the foregoing, if any amounts that are received in the Lockbox or the GreenSky® Program ACH Account or that are received directly by Servicer are not accompanied by a payment coupon or otherwise are unidentifiable, Servicer may initially deposit such amounts in the GreenSky® Program Payment Clearing Account and shall forward such amounts, or direct such amounts to be forwarded (as applicable), to Lender’s Designated Account as soon thereafter as practicable after they are identified as being attributable to a Loan. All payments received by Servicer from a Borrower are received on behalf of Lender for immediate credit to Borrower’s loan account.

(f) Lender owns and shall have access to all Borrower records including, but not limited to, Loan documents, at such time and in such manner as shall be requested by Lender subject to the reasonable approval of Servicer. Notwithstanding anything herein to the contrary, since the Loans are at all times the sole property of Lender, Lender shall have the unconditional right, at any time and from time to time, to take possession of the original Loan documents, other original evidence of the debt owed by any Borrower, the servicing file related to each Loan and all other documents in Servicer’s possession related to each Loan, and Servicer shall promptly deliver the same to Lender on Lender’s request.

(g) Unless prohibited by Law, a Program Agreement or other agreement related to a Borrower, Servicer and Lender may solicit Borrowers for new products and services; provided that, Servicer is prohibited from soliciting, marketing or otherwise communicating with or encouraging any Borrower to refinance any Loan with anyone other than Lender and as specifically approved by Lender. Servicer also shall not solicit, induce, or attempt to induce any of Lender’s customers or prospective customers to cease doing business in whole or in part with or through Lender, nor shall Servicer otherwise interfere with the contractual or business relations between

or among Lender and its customers, it being agreed that the solicitation of Borrowers for new products and services, including new loans that are not, to the Best of Servicer’s Knowledge, specifically for the purpose of refinancing a Loan, that may be furnished by others shall not violate the foregoing limitations.

Section 2.02 Books and Records . Servicer will maintain, in accordance with generally accepted accounting principles, true, complete and accurate accounting records related to its performance of the services provided to Lender pursuant to this Servicing Agreement and the Origination Agreement. Servicer shall maintain such books and records for such period as is required by Lender’s generally applicable internal record retention policies, but not less than five years or three years after the repayment of the related Loan, whichever is longer. Lender’s accountant or a recognized independent accountant retained by Lender, to whom Servicer shall have no reasonable objection, shall have the right, upon reasonable prior written notice, to have access to such books and records for the purpose of determining the appropriateness of the calculation of the payments due under this Servicing Agreement. Such examination shall be conducted during regular business hours and no more than once in each calendar year, unless Lender reasonably determines that a change in applicable law, or change in Servicer’s business practices or in its financial status requires a more frequent review.

Section 2.03 [*****].

Section 2.04 Continuous Review and Improvement . To maintain open lines of communication and to promote continuous improvement of the business relationship between Servicer and Lender, Lender may convene formal business review meetings periodically at the location and time mutually designated by the Parties to review the status of the Parties’ business relationship. Servicer will use commercially reasonable efforts to improve continuously the economic and technical effectiveness of its services.

Section 2.05 Borrower Complaints and Borrower Satisfaction Surveys . “Complaints” shall mean any submission by a customer to Servicer or Lender concerning a Loan or experience that expresses substantive dissatisfaction related to a Loan, Lender or Servicer, or communicates suspicion of wrongful conduct by Lender or Servicer. Servicer shall maintain written complaint tracking procedures (the “ Complaint Tracking Procedures ”) to (i) monitor and analyze complaints received by Servicer or its Subcontractors and relating to the Loans; (ii) perform root cause analysis on Complaints received related to Servicer’s and its Subcontractors provision of services hereunder (“ Servicer Complaints ”); and (iii) identify appropriate corrective action for Servicer Complaints arising from, relating to, or caused by persistent and systemic issues. The Complaint Tracking Procedures shall also require Servicer to return calls to Borrowers making a Servicer Complaint within a reasonable time of Servicer’s receipt of such Servicer Complaint. Servicer’s failure to return calls within the prescribed time frame, if not for good reason, shall constitute a breach of the representations, warranties and covenants in Article V of this Servicing Agreement. Servicer shall provide to Lender’s Relationship Manager (i) the Complaint Tracking Procedures on an annual basis, and (ii) the results of the Complaint Tracking Procedures with respect to the Loans, including summaries of all complaints and the resolution/action(s) taken in regards to each

complaint, on a monthly basis. At Lender’s sole expense and with Servicer’s consultation and reasonable cooperation, Lender shall have the option to conduct annual satisfaction surveys of current and former Borrowers. In the event that Lender reasonably determines, based on such satisfaction survey, that any feature, benefit, process, or other aspect of a Loan or any other service provided by Servicer to Lender should be modified or replaced, Lender shall so notify Servicer, and the Parties’ Relationship Managers shall negotiate in good faith a plan that satisfactorily addresses Lender’s concerns within a reasonable time period, and Servicer shall implement such plan as agreed by the Relationship Managers. If Lender receives any complaints from a Regulatory Agency related to the services provided by Servicer, Lender shall have the option to forward such complaint to Servicer for feedback and resolution. To ensure that these complaints are handled timely so that Lender can respond to the Regulatory Agency in the time required, Servicer shall provide responses to Lender within three (3) business days of the initial compliant being passed to Servicer by Lender.

Section 2.06 Subcontractors . Servicer agrees that if it employs Subcontractors pursuant to the terms of this Servicing Agreement, Servicer will advise Lender accordingly and will ensure the compliance of all Subcontractors with the terms of this Servicing Agreement (including but not limited to ensuring compliance by such Subcontractors with the confidentiality, audit, and insurance (at customary levels for a business of the nature of the Subcontractor) requirements set forth in this Servicing Agreement). If Servicer is utilizing Subcontractors to provide services pursuant to this Servicing Agreement, then Servicer acknowledges that it has overall accountability for all services that its Subcontractors provide to Servicer in the fulfillment of this contract. Servicer represents and warrants that, prior to the execution of this Servicing Agreement, it has provided Lender with a copy and/or summary of its policies, procedures and/or processes for engaging and monitoring its Subcontractors and assessing its Subcontractors’ financial condition to fulfill any of Servicer’s contractual obligations to provide services pursuant to this Servicing Agreement (its “ Assessment Program ”). Servicer further represents and warrants that it will provide Lender with a copy of its Assessment Program any time a material change is made or upon request. Servicer’s failure to comply with this subsection (ii) shall be deemed a breach of this Servicing Agreement and grounds for termination for cause by Lender pursuant to Section 4.01(b) hereof (in accordance with the terms thereof).

Section 2.07. Acknowledgement . Servicer acknowledges and agrees that Lender is a banking entity and, therefore, is subject to the jurisdiction of federal, state, and local governmental entities and agencies with the power to regulate and oversee banking and related activities. Servicer acknowledges and agrees that in entering this Servicing Agreement and Origination Agreement with Lender, Servicer and Servicer’s Subcontractors who provide products or services pursuant to the terms and conditions of this Servicing Agreement may be subjecting themselves to the jurisdiction of such regulators. In addition to the requirements of the Master Confidentiality and Non-Disclosure Agreement attached hereto as Schedule D and incorporated by reference herein governing confidentiality and safekeeping of confidential information, Servicer agrees to comply with the regulatory provisions applicable to it during the Term of this Servicing Agreement.

Section 2.08. Regulatory Examination and Audit . Servicer acknowledges that Lender is subject to examination and audit by federal and state regulatory and banking agencies (collectively, the “ Regulatory Agencies ”). Servicer further acknowledges that such Regulatory Agencies may require access to, or may require Lender or Lender’s designee to access, Servicer’s or Servicer’s Subcontractors’ facilities, systems, databases, financial statements, books and records, policies, procedures, internal controls, training materials, audits, operational and security reviews, customer complaint tracking and related escalation and resolution logs and procedures, SSAE 16 reports, business continuity plan(s), disaster recovery plan(s), and/or confidential information (the “ Audited Items ”). Servicer will permit the Regulatory Agencies, Lender, or Lender’s designee to visit Servicer’s facilities and to access, test, review, and/or evaluate (collectively, “ Audit ”) the Audited Items at any time during regular business hours and upon reasonable prior written notice, if Lender is permitted to give such notice under applicable Laws. Servicer shall use commercially reasonable efforts to procure for Lender the right to audit Servicer’s Subcontractor(s) under the terms of this Section. Notwithstanding any other provision of this Servicing Agreement to the contrary, Servicer acknowledges and agrees that (i) Lender must comply with any such request from the Regulatory Agencies, and (ii) Lender is not responsible for any expenses associated with an Audit of Servicer or Servicer’s Subcontractors performed by a Regulatory Agency or its respective third-party representative. Servicer agrees to cooperate reasonably with respect to all such requests for access to the Audited Items and will provide Lender with such assistance in performing the Audit as Lender may reasonably request; provided, however, that such Audit shall be conducted in a manner that does not unreasonably interfere with Servicer’s operations or cause a disruption to Servicer’s personnel. Should Servicer receive a request from the Regulatory Agencies or other governmental agencies to examine Servicer’s records pertaining to Lender or Lender’s customers, Servicer further agrees to notify Lender as soon as practicable of any such request, if Servicer is not prohibited by Law from doing so. Servicer’s and/or its Subcontractors’ failure to cooperate reasonably with all such Audits and/or requests for access to the Audited Items shall be deemed a breach of the representations, warranties and covenants in Article V of this Servicing Agreement and shall be grounds for termination of Servicer’s servicing role under this Servicing Agreement. Lender and Servicer agree to amend this Servicing Agreement from time to time to the extent necessary to comply with applicable Laws and/or privacy and information security requirements and directives of regulators having jurisdiction over Lender. If, during or after the Audit, Lender reasonably determines that Servicer is not in compliance with this Servicing Agreement, including the methods of internal controls established and implemented by Servicer or its Subcontractors, if any, with respect to understanding and compliance with all Laws, Lender will notify Servicer of such compliance concern, and the Parties’ Relationship Managers shall negotiate in good faith a plan that satisfactorily addresses Lender’s concerns within a reasonable time period, and Servicer shall implement such plan as agreed by the Relationship Managers. Servicer’s failure to implement the agreed plan shall be deemed a breach of the representations, warranties and covenants of Article V of this Servicing Agreement and shall be grounds for termination of Servicer’s servicing role under this Servicing Agreement.

Section 2.09. Continuity of Performance . As a banking entity, Lender is obligated to assure the safety, soundness, and continuity of certain essential daily functions. Servicer acknowledges that its or its Subcontractors’ performance of the obligations set forth on Schedule

2.09 attached hereto are critical to the systems, applications, software, hardware, products, and services which are, in Lender’s reasonable determination, necessary for Lender to carry out its daily operations (“ Essential Daily Functions ”) of Lender (including its Affiliates). Lender will update Schedule 2.09 as necessary which update will be binding upon Servicer upon 30 days’ prior written notice. Accordingly, any provisions to the contrary contained in this Servicing Agreement or any other agreement between the Parties notwithstanding, Servicer shall not interrupt or cease providing such services to the extent the same are necessary to Lender’s Essential Daily Functions, as determined by Lender in its reasonable discretion and as Lender notifies Servicer, whether or not based on any asserted breach of this Servicing Agreement by Lender. Further, any provisions to the contrary contained in this Servicing Agreement or any other agreement between the Parties notwithstanding, Servicer shall have no right to, and shall not seek or obtain an injunction, specific performance, or other equitable relief that in any way would limit Lender’s right to use the services which are necessary for such Essential Daily Functions or which are required to be maintained by Lender to comply with applicable Laws. Servicer acknowledges and agrees that Lender’s remedies for breach of this Servicing Agreement relating to the provision of Essential Daily Functions shall be limited to (a) equitable relief that does not have the effect of interrupting such functions, or (b) monetary damages. Servicer acknowledges that it has waived its right to seek equitable relief that will interrupt such Essential Daily Functions and agrees not to seek any such equitable relief. If the services provided by Servicer are necessary for the Essential Daily Functions of Lender, Servicer assumes an independent obligation to continue performance of its obligations hereunder related to such Essential Daily Functions regardless of any dispute (including a non-monetary material breach by Lender) which may arise between Lender and Servicer. Such independent obligation of Servicer shall continue until final resolution of the dispute, provided that during such period Lender timely fulfills all its obligations under this Servicing Agreement or Origination Agreement with respect to which there is no good faith dispute, including any undisputed financial obligations of Lender. Servicer undertakes this independent obligation without prejudice to any rights or remedies it may otherwise have in connection with any dispute between Servicer and Lender. Lender agrees that it shall take all commercially reasonable efforts to transition the services provided by Servicer hereunder to a new provider promptly, at Servicer’s request, if Servicer’s provision of services is continuing solely pursuant to this Section.

Section 2.10. Business Continuity . Servicer acknowledges and agrees that Lender is required by regulatory authorities having jurisdiction over Lender to assure that its vendors have in place adequate business continuity plans to assure the safety, soundness, and continuity of its Essential Daily Functions, as determined by Lender in its discretion. If Servicer is providing services critical to any such Essential Daily Functions, then Servicer represents and warrants that prior to the execution of this Origination Agreement it provided Lender with a copy and/or summary of its business continuity plan addressing the continuance of Servicer’s business in the event of a disaster or other material interruption of Servicer’s business. Servicer further represents and warrants that Servicer will have in place and will provide to Lender upon Lender’s reasonable request, or any time a material change is made to, but in no event not less than annually, a copy of Servicer’s business continuity plan that conforms to Industry Practices to the effect that Servicer’s performance of this Servicing Agreement and the Origination Agreement shall continue with no

more than minimal interruption in the event of a disaster, casualty, and/or any other contingency contemplated by such business continuity plan. Servicer’s business continuity plan shall identify Servicer’s key Subcontractors, if any, and shall account for temporary and permanent failures by those Subcontractors. Servicer agrees to the following: (i) Lender may audit Servicer’s business continuity plans; (ii) upon Lender’s reasonable request, Servicer shall make available to Lender for the purpose of responding to questions concerning Servicer’s business continuity plan, one or more Servicer representatives who are knowledgeable about Servicer’s business continuity plan, the manner in which it is tested, and the manner in which it would be implemented in the event of a disaster or other material interruption of Servicer’s businesses; and (iii) Servicer shall provide to Lender upon Lender’s reasonable request, the results of its most recent business continuity plan test within thirty (30) days following Lender’s request. Servicer shall use its best efforts to resume performance under this Servicing Agreement as soon as possible after any disaster or other material interruption of Servicer’s business; provided, that no such disaster, casualty, or other contingency shall operate to limit, diminish, abrogate, or delay the exercise of any rights or remedies of Lender in the event of any failure of Servicer to perform this Servicing Agreement in accordance with the terms, provisions, and conditions hereof. Servicer’s failure to maintain in place and periodically test a business continuity plan that meets the requirements set forth in this Section 2.10 shall constitute a breach of the representations, warranties and covenants of Article V of this Servicing Agreement.

Section 2.11 Disaster Recovery . Servicer acknowledges and agrees that Lender is required by Regulatory Agencies having jurisdiction over Lender to assure that its vendors have in place adequate disaster recovery plans to assure the safety, soundness, and continuity of certain Essential Daily Functions, as determined by Lender in its discretion. If Servicer is providing services critical to any such Essential Daily Functions, then Servicer represents and warrants that Servicer will have in place and will provide to Lender upon Lender’s reasonable request, or any time a material change is made to, but in no event not less than annually, a copy of Servicer’s disaster recovery plan that conforms to Industry Practices. Servicer’s disaster recovery plan shall: (i) address functions and operations of the services used by Lender; (ii) specify recovery time frames for functions and operations used by Lender; (iii) provide that the disaster recovery plan shall be tested and updated in accordance with Industry Practices; and (iv) provide that the disaster recovery plan be regularly updated to the extent necessary to correct deficiencies therewith or to remain consistent with Industry Practices, at Servicer’s cost. Servicer will (a) provide to Lender all applicable results of tests performed on the operability of the disaster recovery services within thirty (30) days following the completion of such tests, (b) allow Lender to passively participate (at its own expense) in such testing to a reasonable extent and in a manner that does not unreasonably interfere with Servicer’s operations, the operations of other Servicer customers, or Servicer’s ability to conduct such tests, and (c) promptly provide Lender with a notice of a disaster and the expected extent to which such disaster will impact the delivery of the services. Servicer shall use its best efforts to resume performance under this Servicing Agreement as soon as possible after any disaster or other material interruption of Servicer’s business; provided, that no such disaster, casualty, or other contingency shall operate to limit, diminish, abrogate, or delay the exercise of any rights or remedies of Lender in the event of any failure of Servicer to perform this Servicing Agreement in accordance with the terms, provisions, and conditions hereof. Servicer

will review any comments and suggestions presented by Lender with respect to Servicer’s disaster recovery plan and take commercially reasonable steps to implement such comments and suggestions. Upon Lender’s request, Servicer will also (A) review Lender’s disaster recovery plan, (B) prepare recovery procedures for each service that will be recovered (if such procedures are not already part of Lender’s disaster recovery plan) and (C) participate in Lender’s recovery tests.

Section 2.12 Specially Designated National; Foreign-Based Service Providers . Servicer represents and warrants that, in performing its obligations under this Servicing Agreement, (i) it will not employ or subcontract with any person who is a “Specially Designated National” as defined from time to time in regulations issued by the Office of Foreign Asset Control of the United States Department of the Treasury; and (ii) Servicer is not a Specially Designated National. Servicer shall not utilize any foreign-based third party service providers or Affiliates as Subcontractors during the term of this Servicing Agreement to provide services to Lender without obtaining the prior written consent of Lender’s Chief Information Security Officer (“ CISO ”) or the CISO’s designee after full disclosure of the location and background of such foreign-based third party service providers or Affiliates. Servicer’s request to Lender’s CISO or the CISO’s designee for approval of a foreign-based third party service provider or an Affiliate to act as a Subcontractor under the terms of this Servicing Agreement shall include no less than the Subcontractor’s name, physical address, telephone number, contact person’s name and email address, and the services to be provided.

Section 2.13 Identity Theft . Pursuant to Section 114 of the Fair and Accurate Credit Transactions Act of 2003 (“ FACT Act ”), Lender is required to take steps to ensure that the activities of its service providers and/or its service providers’ Subcontractors are conducted in accordance with reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft. To the extent applicable, Servicer represents and warrants that it and/or Servicer’s Subcontractor(s) has/have developed and implemented written policies and procedures as required by Section 114 of the FACT Act to detect, prevent, and mitigate the risk of identity theft in connection with its provision of services and that these policies and procedures are reviewed periodically and updated as necessary. Servicer further represents and warrants that a component of its and/or Servicer’s Subcontractors’ program is to identify red flags indicative of possible identity theft. If Servicer and/or its Subcontractors identify a red flag indicative of identity theft with respect to a Loan funded by Lender that cannot be cleared pursuant to the written policies and procedures of Servicer, Servicer and/or its Subcontractors promptly will report the red flag to Lender’s Relationship Manager and take all other appropriate steps to prevent or mitigate identity theft.

Section 2.14 Suspicious Activity . Servicer will identify, monitor and report any suspicious activity related to the Loans and/or Loan payments, will report to Lender any suspicious activity that it identifies and will provide Lender with such information and documentation as Lender may request related to such suspicious activity.

ARTICLE III

PERFORMANCE FEE AND SERVICING FEE

Section 3.01 Performance Fee and Servicing Fee .

(a) No later than the seventh day of each month during the term of this Servicing Agreement, Servicer shall calculate a “ Monthly Accounting ” with respect to the prior month as follows and forward the same to Lender:

(i) [*****].

(g) On each Payment Date, Lender will pay Servicer a “ Servicing Fee ” equal to [*****].

Section 3.02 Certain Definitions Related to Performance Fee and Servicing Fee .

[*****].

Section 3.03 Payment of Performance Fee and Servicing Fee . [*****].

Section 3.04 [*****].

Section 3.05 Pre-Authorization Funding for Loans .

(a) [*****].

ARTICLE IV

SERVICER DEFAULTS

Section 4.01. Servicer Defaults . If any one of the following events (a “ Servicer Default ”) shall occur and be continuing:

(a) any failure by Servicer to make any payment, transfer or deposit or to give instructions, or to give notice to Lender, Lockbox Bank or the bank holding the GreenSky ^® Program ACH Account to make such payment, transfer or deposit, on or before the date occurring three (3) Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Servicing Agreement;

date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender;

(c) any representation, warranty, covenant or certification made by Servicer in this Servicing Agreement, the Origination Agreement, or in any certificate delivered pursuant to this Servicing Agreement or the Origination Agreement shall prove to have been materially incorrect when made, which has a materially adverse effect on the Loans taken as a whole or on a Loan individually and which materially adverse effect continues for a period of thirty (30) days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Lender by Servicer, unless such incorrect representation, warranty, covenant or certification cannot be remedied; or

(d) Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all its Assets, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of sixty (60) days or an order or decree providing for such relief shall have been entered; or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, in the event of any Servicer Default, so long as Servicer Default shall not have been timely remedied, unless such Servicer Default cannot be remedied, Lender, by notice then given to Servicer (a “ Termination Notice ”), may terminate all but not less than all of the rights and obligations of Servicer as Servicer under this Servicing Agreement, which, for the avoidance of doubt, shall not terminate Servicer’s right to receive the Performance Fee; provided, however, that at Lender’s sole option, this Servicing Agreement shall remain in full force and effect with respect to all, or a portion of, such Loans originated prior to the date of the Termination Notice that Servicer is servicing at the time of the Termination Notice, in which event this Servicing Agreement shall remain in full force and effect with respect to such Loans only.

otherwise, all documents and other instruments upon the failure of Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. Servicer agrees to cooperate with Lender and such Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Loans provided for under this Servicing Agreement, including all authority over all Collections which shall on the date of transfer be held by Servicer for deposit, or which shall thereafter be received by Servicer with respect to the Loans, and in assisting the Successor Servicer. Servicer shall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement; but otherwise, Servicer shall remain obligated under and shall continue to perform its duties and obligations under the Program Agreements. Servicer shall within ten (10) Business Days transfer its electronic records relating to the Loans to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing and enforcement of the Loans in the manner and at such times as the Successor Servicer shall reasonably request. The predecessor Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests.

Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Default (i) under paragraph (a) above for a period of ten (10) Business Days after the applicable grace period or (ii) under paragraph (b) or (c) above for a period of fifteen (15) Business Days after the applicable grace period, if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement and Servicer shall provide Lender with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Section 4.02. Appointment of Successor .

Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed on commercially reasonably terms the Successor Servicer. Notwithstanding the foregoing, Lender shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as the Successor Servicer hereunder.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions and collection of any payment of fees or expenses under this Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Servicing Agreement to Servicer shall be deemed to refer to the Successor Servicer. From and after the termination of the servicing by Servicer, the Performance Fee due to Servicer under Article III shall be reduced by the commercially reasonable servicing fee in accordance with this Section of this Servicing Agreement paid by Lender to the Successor Servicer, but the remainder of the Performance Fee shall be paid to Servicer as contemplated by Article III. In the event that Lender serves as a Successor Servicer, the Performance Fee due to Servicer under Article III shall be reduced by the commercially reasonable amount that Lender would have to pay to an independent Successor Servicer in an arms’ length transaction.

(c) Upon termination of Servicer’s servicing role under this Servicing Agreement, Servicer will use commercially reasonable efforts to assist Lender to obtain (on a non-exclusive basis) any services then being performed by Servicer or its vendors or subcontractors to fulfill its obligations under this Servicing Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of Servicer . Servicer represents and warrants to Lender as follows:

(a) Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. Servicer shall be entitled, however, to convert into a Georgia or Delaware corporation.

(b) Servicer has all necessary company power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Servicer of the transactions contemplated hereby have been duly authorized by all company action of Servicer, and this Servicing Agreement has been duly executed and delivered by Servicer and constitutes the valid and binding obligation of Servicer, enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership,

conservatorship, and other laws relating to or affecting creditors’ rights generally and by general equity principles).

(c) All of the representations and warranties made by Servicer under Sections 4.01 and 4.02 of the Origination Agreement are hereby incorporated by reference and restated as representations and warranties made as of the date hereof and as of each Settlement Date (as that term is defined in the Origination Agreement) under this Servicing Agreement.

(d) Lender’s Code of Business Conduct and Ethics (the “ Code ”) includes restrictions on Lender’s employees’ dealings with third party vendors (for example, giving and receiving gifts, outside business ventures and investments, and borrowing from vendors). Servicer and its personnel shall not induce or cause any employee of Lender to violate the Code. Servicer agrees to support Lender’s employees’ compliance with all applicable provisions of the Code. Servicer may view the Code at www.regions.com, and then by clicking the following links: Investor Relations, Corporate Governance, Code of Conduct, Code of Business Conduct, and Ethics.

(e) Servicer agrees to maintain the confidentiality of any information that it obtains from Lender with respect to Lender’s practices and procedures and to use such information solely in connection with the transactions contemplated by this Servicing Agreement, subject to Servicer’s ability to disclose such information (A) to any Governmental Authority with jurisdiction over Servicer, (B) to the extent required by Law, and (C) to enforce its rights hereunder and under the Servicing Agreement as more fully described in the Master Confidentiality and Non-Disclosure Agreement executed by the Parties and attached hereto as Schedule D and incorporated by reference herein.

(f) Servicer will not use Lender’s name, marks, or refer to Lender directly or indirectly in any media release, public announcement, or public disclosure relating to this Servicing Agreement or its subject matter to the extent the materials in such media release, announcement, or disclosure have not previously been made publicly available without obtaining written consent from Lender for each such use or release. This restriction includes, but is not limited to, any public promotional or marketing materials, websites, public electronic media, customer lists or public business presentations. This restriction expressly excludes any announcement intended solely for internal distribution by Servicer or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Servicer.

(g) Servicer hereby acknowledges the validity of all trademarks, internet domain names, web addresses, telephone numbers, trade dress, service marks and/or trade names (including, without limitation, logos and slogans) which identify or distinguish Lender or the goods, services or products of Lender, its Affiliates, and their respective products and services (“ Marks ”), and further acknowledges and agrees that Lender (or an applicable Affiliate) is and remains the exclusive owner of such Marks and names, and any and all rights thereto. Neither Party shall have any right, title or interest in or to the Marks of the other Party or any of its Affiliates under this Agreement, and nothing herein shall be construed as the grant of a license to use any such Marks. The Parties acknowledge and agree that such rights may be conveyed only pursuant

to the terms of a separate license agreement between the Party claiming such rights and the owner of the Mark.

(h) GreenSky agrees to provide notice to Lender of the outsourcing of collections by GreenSky to a third party collector.

Section 5.02 Representations and Warranties of Lender . Lender represents and warrants to Servicer as follows:

(a) Lender is a commercial bank duly organized, validly existing and in good standing under the laws of the State of Alabama.

(b) Lender has all necessary corporate power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Lender of the transactions contemplated hereby have been duly authorized by all corporate action of Lender, and this Servicing Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender, enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other laws relating to or affecting creditors’ rights generally and by general equity principles).

(c) All of the representations and warranties made by Lender under Sections 4.03 of the Origination Agreement are hereby incorporated by reference and restated as representations and warranties made as of the date hereof and as of each Settlement Date (as that term is defined in the Origination Agreement) under this Servicing Agreement.

ARTICLE VI

TERM AND TERMINATION

Section 6.01 Term . This Servicing Agreement shall begin on the Effective Date and end on the date that all Loans originated by Lender under the Origination Agreement have been repaid, unless sooner terminated as provided herein.

Section 6.02. [*****].

Section 6.03 Force Majeure .

(a) Notwithstanding any other provision of this Servicing Agreement, if either Party is prevented, hindered or delayed in the performance or observance of any of its obligations under this Servicing Agreement by reason of any circumstance beyond its reasonable control, including but not limited to fire, flood, earthquake, extraordinary weather conditions not reasonably foreseeable by the Party, riots, civil disorders, rebellions, or revolutions in any country (“ Force Majeure ”), that Party will be excused from any further performance or observance of the

obligations so affected for as long as such Force Majeure circumstances prevail, provided that Party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay (including compliance with applicable business continuity plans and disaster recovery plans). The Parties acknowledge and agree that Force Majeure specifically excludes strikes, work stoppages, labor shortages, etc. by Servicer’s employees. The Party affected by a Force Majeure event will advise the other Party in reasonable detail of the event (including the estimated duration of the event) as promptly as practicable (and in any event within four business hours after occurrence of the event) and keep the other Party reasonably apprised of progress in resolving the event. Notwithstanding the foregoing, no Force Majeure event shall excuse Servicer from implementing any business continuity plans or disaster recovery plans required by this Servicing Agreement.

(b) If Servicer is providing services that are necessary to Lender’s Essential Daily Functions, as determined by Lender in its sole discretion, and provision of such services is interrupted due to a Force Majeure condition, the following provisions shall apply. If Servicer cannot promptly provide a suitable temporary substitute for any such service interrupted or delayed by a Force Majeure condition reasonably anticipated to last more than five (5) business days in the case of a delay and more than forty-eight (48) hours in the case of an interruption, Lender may, at Lender’s option, obtain substitute services from another vendor on a temporary basis (the “ Substitute Service ”), provided that (i) Lender shall notify Servicer in writing as soon as practicably possible of any Substitute Service, and (ii) Lender shall purchase or subscribe to such Substitute Service for the minimum commercially available quantities or period that would cover the reasonably expected duration of the Force Majeure condition based upon Servicer’s good faith estimate thereof. Servicer’s obligation to provide the affected service shall be suspended for such period or during the period that Lender is subject to a Substitute Contractual Obligation (as defined hereafter), and such obligation shall resume upon the later of the termination or expiration of Lender’s Substitute Contractual Obligation with third parties for a Substitute or the cessation of the Force Majeure condition. As used herein, “Substitute Contractual Obligation” shall mean an obligation under any contract to obtain or purchase a Substitute Service in the minimum commercially reasonable quantities or for the minimum commercially reasonable period to address the Force Majeure event. For avoidance of doubt, it is specifically understood and agreed that Lender may honor such Substitute Contractual Obligation and will not be required to take any action to avoid or terminate the Substitute Contractual Obligation that would result in Lender’s incurring any penalty, termination charge, or any similar cost or expense of any nature, however characterized. Subject to any such Substitute Contractual Obligation, Lender shall resume use of the affected services promptly upon the cessation of the Force Majeure condition. In the event of a Force Majeure condition that requires Lender to obtain Substitute Services: (i) Servicer shall not charge Lender for any services that are not provided as a result of a delay or interruption excused as a Force Majeure condition during the period of such delay or interruption; and (ii) Servicer shall not charge Lender any reactivation, reinstallation, or reconnection charge to resume use of the restored services.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Servicing Agreement may not be modified or amended except by a writing executed by the Parties hereto.

Section 7.02 Governing Law . THIS SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

If to Servicer:	GreenSky Trade Credit, LLC
	1797 N.E. Expressway
	Atlanta, GA 30329
	Attention: President

If to Lender:	Regions Bank
	1900 Fifth Avenue North
	Birmingham, AL 35203
	Attention: Logan Pichel

Section 7.04 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Servicing Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Servicing Agreement and shall in no way affect the validity or enforceability of the other provisions of this Servicing Agreement.

assign its interest hereunder as part of the sale of all or substantially all of its assets or business. In addition, Servicer shall be entitled to convert into either a Georgia or Delaware corporation.

Section 7.08 Counterparts . This Servicing Agreement may be executed in two or more counterparts (and by different Parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.09 Binding; Third-Party Beneficiaries . This Servicing Agreement will inure to the benefit of and are binding upon the Parties hereto and their respective successors and permitted assigns.

Section 7.10 Merger and Integration . Except as specifically stated otherwise herein, this Servicing Agreement and the Schedules attached hereto, (the language of which Schedules is hereby incorporated by reference herein and made a part hereof) sets forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Servicing Agreement. This Servicing Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Servicing Agreement shall remain operative and in full force and effect and shall survive until the termination of this Servicing Agreement. In addition, the termination or expiration of this Servicing Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Servicing Agreement that by their terms continue after termination.

Section 7.13. Indemnification . Notwithstanding any other provision of this Servicing Agreement, for separate additional consideration, the receipt and sufficiency of which are hereby acknowledged, to the fullest extent permitted by law, each Party (the “ Indemnifying Party ”), hereby agrees to indemnify and hold harmless the other Party, its affiliates, officers, directors,

managers, employees and agents (collectively referred to herein as the “ Indemnified Parties ”) and defend at the Indemnifying Party’s cost, which will be promptly paid upon demand, from and against any and all losses, liabilities, claims, demands, damages, and all costs and expenses relating to such losses, liabilities, claims, demands and damages (including, without limitation, out-of-pocket costs of investigation; costs of litigation; court costs; penalties; fines; taxes; charges; fees; settlements; licensing fees; judgments; discovery costs; consultants’, experts’, and witnesses’ fees and expenses; interest; and reasonable attorney fees and expenses, specifically including any fines or penalties imposed on Lender by a federal or state bank regulatory agency, the United States Department of Justice, State Regulators, State Attorney Generals, the Federal Trade Commission or the Consumer Financial Protection Bureau) of every, kind, nature and description sustained or incurred by the Indemnified Parties, or any of them, that arise out of or relate to any Default, misrepresentation, breach, nonperformance or the inaccuracy of any representation, warranty, covenant or other obligation by the Indemnifying Party made, owed or contained in this Servicing Agreement or in any schedule, certificate or other document executed by the Indemnified Parties in connection with this Servicing Agreement or the transactions contemplated herein, and the Indemnifying Party’s acts in performing its obligations herein or any act or omission of any Subcontractor. The Indemnified Party shall have the right to choose counsel which shall not be rejected by the Indemnifying Party unless the choice of counsel is unreasonable. Without the Indemnified Party’s consent, the Indemnifying Party will not settle any claim or demand unless such settlement includes a release of the Indemnified Party and does not contain any admission of wrongdoing.

Section 7.14. Limitations on Liability for Damages . Notwithstanding any provision to the contrary in this Servicing Agreement, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Servicing Agreement by Lender, that (a) there shall be absolutely no personal liability on the part of any shareholder, director, officer, or employee of Lender or Servicer with respect to any of the terms, covenants, and conditions of this Servicing Agreement, (b) Servicer and Lender waive all claims, demands, and causes of action against Lender’s and its Affiliates’ or Servicer’s and its Affiliates’, as the case may be, shareholders, officers, directors, employees, and agents in the event of any breach by Lender of any of the terms, covenants, and conditions of this Servicing Agreement to be performed by Lender, and (c) each Party shall look solely to the assets of the other Party or its Affiliates for the satisfaction of each and every remedy in the event of any breach by the other Party or its Affiliates of any of the terms, covenants, and conditions of this Servicing Agreement to be performed hereunder. Other than amounts actually recovered by third parties in connection with Section 7.13 above, in no event shall either Servicer or Lender, or any of their respective officers, directors, employees, agents or affiliates, be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder.

Section 7.15 Informal Dispute Resolution . For any disputes relating to a breach of any representation, warranty or covenant under Article V of this Servicing Agreement, Servicer and Lender will notify each other in writing within a commercially reasonable timeframe and as

promptly as possible regarding any conflicts arising out of this Servicing Agreement, or in the interpretation of the provisions of this Servicing Agreement, or any dispute as to whether or not a breach of this Servicing Agreement is alleged to have occurred, requesting informal dispute resolution. Servicer and Lender will attempt to resolve all such conflicts as promptly as possible and in good faith before initiating any causes of action arising out of this Servicing Agreement.

Section 7.17 Escalation Procedures .

(a) If the negotiations conducted pursuant to Section 7.15 do not lead to resolution of the underlying dispute or claim to the satisfaction of a Party involved in such negotiations, then either Party may notify the other in writing that it desires to escalate the dispute or claim to the Parties’ Relationship Managers for resolution.

	(i)	Level 1: The respective Relationship Managers for each Party will meet and attempt in good faith to resolve the dispute within 30 days of receipt of the notification.

	(ii)	Level 2: If the conflict is not resolved within such 30 day period, either Business Group Executive shall escalate the dispute or claim to his/her executive level officer who will notify his/her counterpart at the other Party of the need to resolve the dispute or claim. The Parties will then have 30 days from receipt of the notification to meet and attempt in good faith to resolve the claim or dispute.

	(iii)	The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the Parties’ representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding.

(b) If the conflict is not resolved by either Level 1 or Level 2 intervention, then either party may request in writing that the Parties resolve the conflict by either mediation or binding

arbitration. If the Parties cannot agree to submit to either mediation or binding arbitration, either party may take any legal or equitable action available under Georgia law.

(c) During any conflict resolution, Servicer agrees to provide services to Lender owed under this Servicing Agreement relating to items not in dispute, to the extent practicable pending resolution of the conflict. Lender agrees to pay invoices or portions thereof that are not related to the dispute pursuant to this Servicing Agreement.

(d) Relationship Managers and Business Group Executives . Each Party shall designate a Relationship Manager and a Business Group Executive for purposes of this Servicing Agreement and the Origination Agreement in writing in accordance with the notice provisions hereof. Each Party may remove and change its Relationship Manager and Business Group Executive through similar notice. Servicer’s initial Relationship Manager shall be Stefan Woulfin, Senior Vice President, and its initial Business Group Executive shall be Tim Kaliban, President. Lender’s initial Relationship Manager shall be __________, and its initial Business Group Executive shall be __________.

Section 7.18 Jury Waiver . WITH RESPECT TO ANY CLAIM OR DISPUTE UNDER THIS SERVICING AGREEMENT, THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY COURT IN ANY ACTION FOR THE ADJUDICATION OF ANY CLAIM OR DISPUTE ARISING UNDER THIS SERVICING AGREEMENT.

Section 7.20 No Disabling Procedures . Servicer represents and warrants that to the best of its knowledge and belief, (a) any electronically delivered services provided under this Servicing Agreement, (b) the use of any data transfers, or any website by which Lender will access the services provided under this Servicing Agreement, (c) any reports or other data furnished to Lender pursuant to this Servicing Agreement, (d) any software provided by Servicer to Lender in order for Lender to access any services provided under this Servicing Agreement, and (e) other deliverables provided by Servicer under this Agreement related to the services hereunder (“Deliverables”) do not and will not contain any program, routine, device, code, or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect, or trap door, that is capable of (or has the effect of allowing any untrusted party or malicious user to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming the Deliverables, any of Lender’s or its Affiliates’ computers, networks, data, or other electronically stored information, or computer programs or systems (collectively, “Disabling Procedures”); provided, however, Lender agrees that Servicer may use license keys or other features that limit or restrict Lender’s or its Affiliates’ use of relevant software provided or made available in connection with the services

hereunder or the Deliverables following expiration of applicable license terms (if any). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by Servicer to be included in the Deliverables. If Servicer incorporates into the services under this Servicing Agreement or related Deliverables programs or routines supplied by other servicers, licensors, or contractors, Servicer shall obtain comparable warranties from such other providers, or Servicer shall take appropriate action to ensure that such programs or routines are free of Disabling Procedures. Notwithstanding any other limitations in this Servicing Agreement, Servicer agrees to notify Lender promptly upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present in the Deliverables, Servicer, at its entire liability, agrees to use commercially reasonable efforts to take action promptly, at its own expense, to identify and eradicate (or equip Lender to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Section 7.21 Prohibition Against Unfair, Deceptive or Abusive Acts or Practices (UDAAP) . Lender is committed to treating prospective and existing customers in a manner that is equitable, transparent, and consistent with consumer protection laws and regulations, including laws and regulations that prohibit unfair, deceptive or abusive acts or practices, including, but not limited to those contained in Sections 1031 and 1036 of Dodd-Frank (“UDAAP”). Servicer represents and warrants that it has sufficient controls in place to comply with UDAAP in the provision of services to Lender under this Servicing Agreement and to prohibit Servicer’s and, if relevant, its Subcontractors’ personnel from engaging in unfair, deceptive or abusive acts or practices as it relates to Borrowers. In accordance therewith, Servicer agrees to provide Lender, upon reasonable request, with:

	i.	a certification that Servicer’s personnel have completed UDAAP training;

	ii.	a certification that Servicer’s and, if relevant, its Subcontractors’, direct customer-facing personnel’s contact with Borrowers is subject to quality assurance review to ensure compliance with all applicable Laws;

	iii.	upon Lender’s request: (1) Servicer’s Complaint Tracking Procedures in compliance with the requirements of Section 2.05 above; and (B) the results of the Complaint Tracking Procedures in compliance with the requirements of Section 2.05 above;

	iv.	documentation of tracking and monitoring of exceptions to Servicer’s Complaint Tracking Procedures, policies, and processes, and documentation of corrective actions taken by Servicer if high levels of exceptions are made, as reasonably determined by Lender;

	v.	documentation of follow-up actions performed by Servicer to ensure the recommended corrective actions are implemented;

	vi.	subject to Servicer’s customary retention policies, recordings of customer support calls made to or received from Borrowers; and

	vii.	all marketing and advertising materials, including promotional materials and marketing scripts including, but not limited to, ensuring representations and statements in such materials are factually supported in compliance with all UDAAP requirements, including but not limited to, ensuring materials have a reasonable factual basis for all representations.

Section 7.22 Insurance . Servicer’s placement of at least $4,000,000 of coverage protection under errors and omissions and directors and officers insurance policies including $1,000,000 in dedicated coverage for information security breaches with a carrier rated “AX” or higher by A.M. Best or that otherwise is reasonably acceptable to Lender, whose approval will not be unreasonably withheld. Servicer will furnish a certificate of insurance showing the required insurance is in force and satisfies this requirement upon Lender’s request.

IN WITNESS WHEREOF, Servicer and Lender have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	REGIONS BANK

	By:	/s/ John S. Hiott
	Name:	John S. Hiott
	Title:	SVP, Corporate Procurement

Exhibit 10.13

Composite Version as amended

through Fourth Amendment

LOAN ORIGINATION AGREEMENT

Dated as of August 4, 2015

by and between

GREENSKY, LLC

and

SYNOVUS BANK

LOAN ORIGINATION AGREEMENT

THIS LOAN ORIGINATION AGREEMENT dated as of August 4, 2015 (the “ Effective Date ”), by and between GREENSKY, LLC, f/k/a GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“ Servicer ”), and SYNOVUS BANK, a Georgia state-chartered bank (“ Lender ”), as amended March 31, 2017; July 18, 2017; October 27, 2017 and February 28, 2018. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, Servicer is a party to an agreement with the Program Sponsor(s) pursuant to which Servicer has agreed to provide credit to the Program Sponsor’s customers; and

WHEREAS, Lender desires to provide such credit directly to the Program Sponsor’s customers on the terms provided for herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between Servicer and Lender as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . All capitalized terms used herein or in any certificate or document, or Origination Paper made or delivered pursuant hereto shall have the following meanings:

“ Acquired Loans ” shall mean (a) the “Loans” as defined in that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of October 27, 2017, which were acquired by Lender pursuant thereto, and (b) the “Loans” as defined in that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of February 28, 2018, which were acquired by Lender pursuant thereto.

“ Anti-Money Laundering Laws ” shall have the meaning given to such term in Section 4.02(a)(xiv).

“ Bank Margin ” shall have the meaning given to such term in the Servicing Agreement.

“ Borrower ” shall mean, with respect to any Loan, the Person that is obligated to make payments with respect to such Loan.

“ Business Day ” shall mean a day that Lender is open for business and excluding Saturdays, Sundays and legal holidays.

“ Commitment Amount ” shall have the meaning set forth in Section 2.01(a).

“ Compliance Conditions ” shall be deemed to refer to and include all of the requirements and conditions set forth on Schedule A , which is attached hereto and hereby incorporated herein by specific reference thereto.

“ Consumer Lending Laws ” shall have the meaning set forth in Section 4.02(a)(iv).

“ Credit Policy ” shall have the meaning set forth in Schedule B attached hereto.

“ Dealer Program Agreement ” shall mean the GreenSky Consumer Credit Program ^® Agreement substantially in the form attached hereto as Schedule D entered into between the Servicer and a Dealer Program Sponsor (or in such other form as agreed to in writing by the Servicer and the Lender.)

“ Dealer Program Sponsors ” shall mean (x) merchants and dealers of goods and services operating in the home improvement sector (including, but not limited to, building materials, home improvement products, lawn and garden products, home maintenance, flooring, cabinets, countertops, solar systems, HVAC, paint, roofing, siding, water heater systems, and kitchen and bath systems and fixtures), in each case, that executes a Dealer Program Agreement and (y) merchants and dealers of goods and services outside the home improvement sector that the Servicer and Lender have agreed to in writing to constitute Dealer Program Sponsors and that, in each case, have executed a Dealer Program Agreement.

“ Default ” shall mean (i) any breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Law, Order, or Permit.

“ Dissolution Event ” shall have the meaning set forth in Section 6.04.

“ Indemnified Party ” shall have the meaning set forth in Section 7.13.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.13.

“ Law ” shall mean any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its Assets, liabilities, or business, including those promulgated, interpreted or enforced by any Governmental Authority, including, without limitation, the Gramm-Leach Bliley Act (15 U.S.C. 6801-6809).

“ Lender ” shall have the meaning set forth in the Recitals hereto.

“ Lien ” shall mean any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing.

“ Loans ” shall mean loans created subsequent to the Effective Date pursuant to and during the term of any Program Agreement, together with any amounts, including interest, fees and other charges, generated with respect thereto.

“ Lockbox ” shall have the meaning given to such term in the Servicing Agreement.

“ Lockbox Agreement ” shall have the meaning given to such term in the Servicing Agreement.

“ Marketing Materials ” shall mean the materials used or to be used by Servicer in connection with the originating or servicing of the Loans.

“[*****].

“ Monthly Accounting ” shall have the meaning given to such term in the Servicing Agreement.

“ Noncompliance Event ” shall have the meaning given to such term in Section 6.03.

“ OFAC list ” shall have the meaning given to such term in Section 4.02(a)(xi).

“ Optional Purchase ” shall have the meaning given to such term in Section 6.06.

“ Origination Agreement ” shall mean this Loan Origination Agreement and the schedules hereto and all amendments hereto or thereto.

“ Origination Papers ” shall have the meaning set forth in Section 4.01(a)(ii) and shall include the documents and instruments referenced in Section 2.03.

“ Performance Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Performance Termination Event ” shall have the meaning given to such term in Section 6.02.

“ Performance Threshold ” shall mean, for any month, the annualized monthly Portfolio Credit Losses as a percentage of the aggregate Outstanding Balances of all Loans measured at month-end for such month.

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to the Outstanding Balance of all Loans that become past due by 90 or more days during such month or for which the sole Borrower or all co-Borrowers are the subject of a bankruptcy or similar proceeding or have died.

“ Program Agreements ” shall mean (i) the GreenSky Installment Loan Program Agreement by and between Servicer and THD At-Home Services, Inc. entered into as of August 21, 2009, as heretofore and hereafter amended (ii) all other Dealer Program Agreements and (iii) such other agreements as may be agreed to by Servicer and Lender in writing.

“ Program Sponsors ” shall mean (i) The Home Depot, Inc. and THD At-Home Services, Inc. and (ii) other Dealer Program Sponsors.

“ Regulatory Termination Event ” shall have the meaning given to such term in Section 6.05.

“ Servicer ” shall have the meaning set forth in the Recitals hereto.

“ Servicing Agreement ” shall mean the Servicing Agreement, dated as the date hereof, by and between Servicer and Lender, as such agreement hereafter may be amended.

“ Servicing Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Settlement Amount ” shall mean the amounts advanced by Lender to the Borrower or on behalf of a Borrower to Program Sponsors which constitute disbursement of a Loan to the Borrower.

“ Settlement Date ” shall mean each Business Day on which Servicer notifies Lender of a Settlement Amount as provided in Section 2.01(c)(i) below.

“ Successor Servicer ” shall have the meaning given to such term in the Servicing Agreement.

“ Term ” shall have the meaning given to such term in Section 6.01.

“ To the Best of Lender’s Knowledge ” shall mean Lender’s knowledge after diligent investigation.

“ To the Best of Servicer’s Knowledge ” shall mean Servicer’s knowledge after diligent investigation.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

“Underwriting Criteria” shall mean the Lender’s underwriting standards for Loans reflected in Schedule B attached, as they may be amended from time to time as follows: (i) by agreement of the Parties, (ii) unilaterally by Lender in response to advice, comments or directives received from a Governmental Authority upon thirty (30) days advance written notice to Servicer, (iii) unilaterally by Lender to the extent required by Law upon written notice to Servicer, (iv) [*****], (v) unilaterally by Lender in the event the average Performance Threshold for any rolling three-month period is greater than [*****].00% upon ten (10) days advance written notice to Servicer, (vi) [*****], and (vii) as permitted in Sections 2.06 and 6.02 hereof.

Section 1.02 Other Definitional Provisions .

ARTICLE II

LOAN ORIGINATION RIGHTS & OBLIGATIONS

Section 2.01 Loan Origination Obligations .

(a) Origination of Loans .

(i) Subject to the terms and conditions hereof, Lender will fund newly originated Loans for the Program Sponsor’s customers identified by Servicer that meet the Underwriting Criteria up to a limit of $[*****] ($[*****].00 ) in aggregate outstanding principal balances at any time (the “ Commitment Amount ”); provided, however , that, unless otherwise agreed in writing by the Lender, (A) (i) [*****] and (ii) [*****] and (B) [*****]. The Commitment Amount may be increased in accordance with the mutual agreement of Lender and Servicer as evidenced by a written agreement. Loans shall be funded at 100% of par of the Loan.

(ii) If Servicer concludes that a potential Borrower meets the Underwriting Criteria, Servicer shall cause each Borrower of a Loan to execute a loan agreement substantially in the form attached hereto as Schedule C , and other documentation as determined by the parties, which shall include an interest rate, loan term, repayment and other terms as set forth in Schedule B .

(b) Intent of Parties . Servicer and Lender intend that the Loans shall at all times be the property of Lender and at no point shall Servicer have an ownership interest therein nor shall Lender be deemed to be a lender to Servicer. To the extent, however, that Servicer is deemed to have an ownership interest therein, Servicer hereby grants to Lender a security interest in all of its right, title and interest, whether now existing or hereafter acquired, in, to and under such Loans and the proceeds thereof. Notwithstanding the foregoing, Servicer and Lender agree that Servicer owns the customer relationships with the Borrowers established as a result of the Loans, provided, however, that the foregoing shall have no effect on any customer relationships between Lender and Borrower established independently of the Loan including, without limitation, for example, as a result of any existing banking or lending relationships between Lender and Borrower or a banking or lending relationship that arises after the effective date of this Agreement, whether or not solicited by Lender as part of a solicitation of Borrowers by Lender; provided, however, that Servicer also recognizes that Lender is subject to certain regulatory restrictions, including without limitation, the consumer confidentiality and other provisions Gramm-Leach Bliley Act, and Servicer shall at all times act in accordance therewith.

(i) No later than 12:00 noon (Eastern time) each Business Day, the (“ Settlement Date ”), Servicer, by written electronic transmission, shall provide Lender’s designee (as specified in Section 7.03 hereof) with a report setting forth the calculation of the Settlement Amount and the payees thereof, which may be a disbursement account from which further payments are to be made. The Lender shall use commercially reasonable efforts to pay the Settlement Amount by wire transfer, ACH or direct deposit to an account designated in writing by an authorized officer of Servicer no later than 4:00 p.m. (Eastern time) (but in any event by the following Business Day), unless Servicer is late in notifying Lender of the Settlement Amount due on the Settlement Date, in which case Lender shall use all commercially reasonable efforts to send the Settlement Amount within the time period set forth above or as soon thereafter as possible, but no later than 5:00 p.m. (Eastern time) of the next Business Day following such Lender’s receipt of notice from Servicer.

(ii) Servicer shall promptly notify Lender’s designee (as specified in Section 7.03 hereof) by written electronic transmission if the Settlement Amount is not received when due.

(iii) All amounts paid on the Loans by Borrowers shall be paid into the Lockbox and shall be disbursed from the Lockbox in accordance with the terms and procedures set forth in the Servicing Agreement and/or the Lockbox Agreement, as applicable. In the event that Servicer shall at any time receive any payment with respect to any Loan from a Borrower, Servicer shall immediately forward such amount into the Lockbox, and notify Lender in writing.

(d) Pre-Funding Balance for Loans .

(i) [*****].

Section 2.02 Dispute over Settlement Amount .

(a) In the event Lender disputes the accuracy of the Settlement Amount reported by Servicer, Lender shall promptly notify Servicer, but such notice shall not affect Lender’s obligation for timely payment of the Settlement Amount as noticed by Servicer to Lender, unless the Settlement Amount, together with all prior Settlement Amounts advanced by Lender, less payments received by Lender, will exceed the Commitment Amount. Payment of any Settlement Amount shall not constitute a waiver by Lender of the right to dispute the accuracy of such Settlement Amount, and any such dispute shall be resolved promptly.

(b) In the event it is determined that Lender was correct in disputing the accuracy of the Settlement Amount for a given day, Servicer shall promptly remit to Lender the overpayment amount due Lender with interest thereon computed at the per annum rate equal to the Prime Rate in effect on the date the Settlement Amount was paid.

Section 2.03 Additional Documentation . If, in the reasonable judgment of a Party, in connection with the making of any Loan any additional instrument, document, or certificate is required to further evidence such Loan or ownership, the other Party shall execute and deliver any such document.

Section 2.04 Portfolio Data . Notwithstanding anything to the contrary contained in this Origination Agreement, Servicer may share any portfolio data associated with the Loans that does not contain personal identifying information of a Borrower and does not identify the Lender by name with the Program Sponsor(s), potential and actual financing sources for Servicer’s business, Servicer’s business partners and professional advisors. Any such disclosure shall be made in compliance with any Consumer Lending Law and other applicable Law.

Section 2.05 Minimum Interest Rate . Servicer and Lender agree that (i) the interest rate charged on any Loan may exceed the minimum interest rate set forth in the Underwriting Criteria and (ii) for every increase or decrease of 100 basis points in the Bank Margin, the minimum interest rate charged on Loans shall accordingly increase or decrease by 100 basis points.

Section 2.06 Allocation of Loans [*****].

Section 2.07 Improper Loans . Servicer shall immediately purchase any Loan found to be originated in a manner in contradiction of, or inconsistent with, the terms of this Origination Agreement (including any misrepresentations by the Servicer with respect to such Loan made hereunder and including for non-compliance with any Law (including any Consumer Lending Law)), for an amount equal to the Outstanding Balance of such Loan, including all accrued interest even if the Loan is more than 90 days past due (but has not otherwise been purchased by Servicer).

Section 2.08 Exclusive Program . Lender agrees that neither it nor its Affiliates will provide customer financing for the Program Sponsor other than pursuant to this Origination Agreement [*****].

ARTICLE III

DAMAGES

Section 3.01 Servicer’s Damages . In the event of a Default by Lender of this Origination Agreement, Lender shall be liable for all of Servicer’s damages under applicable law, and for the sake of clarity, such damages shall include, but not be limited to, the Performance Fee and Servicing Fee corresponding to all Loans originated for Lender.

Section 3.02 Lender’s Damages . In the event of a Default by Servicer of this Origination Agreement, Servicer shall be liable for all of Lender’s damages under applicable Law, and for the sake of clarity, such damages shall include, but not be limited to, any fines or penalties imposed on Lender by a federal or state bank regulatory agency.

Section 3.03. Types of Damages . Except as expressly provided in Sections 3.01 and 3.02, in no event shall either Servicer or Lender, or any of their respective officers, directors, employees, agents or affiliates, be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder. The foregoing limitation shall not limit any liabilities, obligations or recoveries pursuant to Section 7.13 of the Servicing Agreement or of the obligation of the Servicer to repurchase Loans pursuant to Section 2.07 hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of Servicer Relating to Servicer .

(a) Representations and Warranties of Servicer Relating to Servicer . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with, Lender that:

(ii) Capacity; Authority; Validity . Servicer has all necessary company power and authority to enter into this Origination Agreement and to perform all of the obligations to be performed by it under this Origination Agreement. This Origination Agreement, the Servicing Agreement and any other document or instrument delivered pursuant hereto, (such other documents or instruments, collectively, the “ Origination Papers ”) and the consummation by Servicer of the transactions and agreements contemplated hereby and by the Origination Papers have been duly and validly authorized by all necessary company action on the part of Servicer, and this Origination Agreement and the Origination Papers have been duly executed and delivered by Servicer and constitute the valid and binding obligation of Servicer and are enforceable against Servicer in accordance with their terms (except as such enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

(iii) Conflicts; Defaults . Neither the execution and delivery of this Origination Agreement or the Origination Papers by Servicer nor the consummation of the transactions contemplated by this Origination Agreement and the Origination Papers by Servicer will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which Servicer is a party or by which Servicer is bound, including without limitation, any Program Agreement, (B) violate the articles of organization or the operating agreement of Servicer, (C) result in the creation of any lien, charge or encumbrance upon any of the Loans (except pursuant to the terms hereof), (D) require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound, or (E) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound. Servicer is not subject to any agreement with any regulatory authority which would prevent the consummation by Servicer of the transactions contemplated by this Origination Agreement.

(iv) Litigation . There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which Servicer is a party, and by which it is bound, which adversely affects Servicer’s ability to consummate the transactions or obligations contemplated hereby, and, To the Best of Servicer’s Knowledge, no claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy.

(vi) No Material Adverse Effect . No event has occurred and is existing which would have a material adverse effect on the financial condition or operations of Servicer or its ability to perform its obligations hereunder and under the Origination Papers.

(vii) Compliance with Law . Servicer has complied in all material respects with all applicable Laws, Orders, judgments, injunctions, decrees or awards to which it is subject and that relate in any way to this Origination Agreement, Origination Papers, the Servicing Agreement or the performance by Servicer of its obligations hereunder or thereunder. Servicer has in effect all material Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and such Permits are in full force and effect, and there has occurred no Default under any such Permit. Servicer is not:

(A) in Default under any of the provision of its operating agreement in any material respect that would have a material adverse effect on this Origination Agreement or the Servicing Agreement or the transactions contemplated hereby or thereby;

(B) in Default under any Laws, Orders, or Permits applicable to its business or employees conducting its businesses in any material respect that would cause a material adverse effect on this Origination Agreement or the Servicing Agreement; or

its respective business or in any manner relates to capital adequacy, credit or reserve policies or management in any material respect that would cause a material adverse effect on this Origination Agreement or the Servicing Agreement.

(b) Notice of Breach . Upon discovery by either Servicer or Lender of a breach of any of the representations and warranties set forth in this Section 4.01, the Party discovering such breach shall give written notice to the other Party within three (3) Business Days following such discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice.

Section 4.02 Representations and Warranties of Servicer Relating to the Origination Agreement and the Loans .

(a) Representations and Warranties . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with, Lender that:

(i) Enforceability . Each Program Agreement shall constitute a legal, valid and binding obligation of the Servicer enforceable against such applicable Person in accordance with its terms, except as such enforceability may be limited by applicable conservatorship, receivership, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity.

(ii) No Defaults . There are no existing Defaults under this Origination Agreement, the Servicing Agreement or the Program Agreements under which the Loans are originated.

(iii) Ownership . Except as otherwise provided herein, upon the funding of a Loan, Lender shall have full right, title and interest in each such Loan free and clear of all Liens or other encumbrances other than those imposed as a result of Lender’s own actions.

(iv) Compliance with Law . In originating and servicing the Loans, Servicer has complied with and will comply with (and has provided training to its applicable personnel regarding compliance with), and each such Loan complies with, all Laws, rules or regulations applicable thereto, including, without limitation, all federal and state laws, rules, regulations related to truth-in-lending, fair credit billing, fair credit reporting, usury, equal credit opportunity, fair credit collection practices and privacy, unfair, deceptive, abusive act or practice, and all other consumer protection Laws and the Bank Secrecy Act, USA PATRIOT Act (including Customer Identification Program (CIP)) requirements and suspicious activity reporting, and OFAC verification (including all rules and regulations now or hereafter promulgated by the Federal Reserve Bank, the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation or any other Governmental Authority, in each case, whether or not having the force of law) (such Laws relating to or regulating consumer loans and finance sometimes referred to herein as “ Consumer Lending Laws ”), each as applicable. The Loans were originated, made, and are at all times being serviced substantially in accordance with those customary origination, servicing and collection practices of prudent lending institutions that originate, make, and/or

service loans of the same type as the Loans and in any event in accordance with all applicable Laws (including all Consumer Lending Laws).

(v) Consents . All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Servicer in connection with the origination of Loans as contemplated by Section 2.01(a) have been duly obtained, effected or given and are in full force and effect.

(vi) Grant of Security Interest . If this Origination Agreement does not create a valid ownership interest in Lender of the Loans, it constitutes a grant of a “security interest” (as defined in the UCC) in such property to Lender, which is enforceable upon execution and delivery of this Origination Agreement. Upon the filing of an appropriate financing statement, naming Lender as secured party and Servicer as debtor and identifying the Loans as collateral, Lender shall have a perfected security or ownership interest in such property that shall be a first priority security or ownership interest, subject only in the case of its categorization as a security interest to liens for taxes, assessments or other governmental charges that are not yet due and payable or that are being contested by Servicer in good faith and in respect of which appropriate reserves have been established and other customary permitted liens. Servicer agrees to cooperate as Lender may request in filing financing statements or make other filings or execute such other assignments or collateral assignments as may be necessary or appropriate to perfect Lender’s security interest in the Loans and/or reflect Lender’s outright ownership of the Loans.

(vii) No Prior Sale . There has been no prior sale, assignment or hypothecation of any Loan to any other Person by Servicer, nor is there an agreement with respect to any of the foregoing.

(viii) Accuracy of Information . Assuming the accuracy of the information provided by Borrowers, all information and documentation relating to the Loans submitted to Lender by Servicer pursuant to this Origination Agreement and the Servicing Agreement is true and correct in all material respects and in all material respects accurately reflects the status of each Loan including, but not limited to, the Outstanding Balance thereof, the interest rate thereon, the payment and collection history, identity of all Borrowers, and the performance of the Loan (including whether the Loan is then past due). At the time of approval, all information regarding a given Borrower shall be true and correct in all material respects (although Servicer makes no representation with respect to stated income), and the Servicer has conducted the diligence and inquiries regarding each Borrower in accordance with its “Compliance Management System” (a copy of which was provided to Lender prior to the date hereof) and its supporting policies and procedures and will not alter such diligence or inquiries except as would be consistent with what a prudent lending institution that originates, makes or services loans of the same type would do.

(ix) Investigation . Servicer has reviewed all of the documents contained in the loan files and has made customary inquiries to confirm the accuracy of the representations set forth therein.

(x) Compliance with Underwriting Criteria . Each Borrower, and each Loan made to each Borrower, complies with the Underwriting Criteria (and, for purposes of making this representation and the representation set forth in the second sentence of clause (viii) above, the Servicer assumes the risk, among others, that the information provided by the applicable Borrower is true and accurate in all respects, other than stated income, and otherwise assumes all risk of fraud).

(xi) Anti-Money Laundering . In originating the Loans, Servicer and any third parties involved in the origination of the Loans have complied with all applicable anti-money laundering laws, including without limitation the USA Patriot Act of 2001, as amended, and any similar applicable Laws (collectively, the “ Anti-Money Laundering Laws ”); Servicer and any third parties involved in the origination of the Loans have established anti-money laundering compliance programs as required by the Anti-Money Laundering Laws and have conducted the requisite due diligence in connection with the origination of the Loans for purposes of the Anti-Money Laundering Laws; and Servicer maintains, and will maintain, sufficient information to evidence such actions and identify the applicable Borrowers for purpose of the Anti-Money Laundering Laws. Servicer shall ensure that each Borrower is not on any list maintained by the United States Treasury Department’s Office of Foreign Assets Control (the “ OFAC list ”) of prohibited persons, entities, or prohibited or restricted jurisdictions. Upon request, Servicer shall provide documents and information requested by Lender demonstrating Servicer’s compliance with the referenced laws and regulations including, but not limited to, customer information that was required to be collected during the loan origination process. The audit rights permitted to Lender under this Origination Agreement shall include the right of Lender to review the Servicer’s anti-money laundering compliance program.

(xii) Reasonable Steps . With respect to each individual assigned by Servicer to perform services for Lender, including originating and Servicing the Loans, Servicer has taken all commercially reasonable steps: (a) to ensure that such individual has not been convicted of any felony or aggravated misdemeanor and has not been banned from the business of banking; (b) to verify that such individual, if performing services in the United States, is eligible to work in the United States in accordance with all applicable laws; and (c) to ensure that such individual is not on any OFAC list. Servicer has taken all commercially reasonable steps to ensure that no entity to which Servicer subcontracts any work under this Origination Agreement or the Servicing Agreement is on the OFAC list. Neither Servicer, nor any of its owners (including without limitation its shareholders, partners and members, as applicable) are on the OFAC list.

(xiii) Acceptable Investment . To the Best of Servicer’s Knowledge, there are no circumstances or conditions with respect to any Loan or any Borrower that can reasonably be expected to cause private institutional investors to regard any Loan as an unacceptable investment, cause the Loan to become delinquent or adversely affect the value or marketability of the Loan.

(xiv) Documentation/Due Execution . Each loan file for each Loan contains the credit agreement, all underwriting documents, all collection notes, all required disclosures, and all formal correspondence and notices and shall otherwise contain all such information and documentation

as required under applicable Laws for the Lender to fund and maintain a given Loan made hereunder. Such loan files shall be maintained by the Servicer in a manner consistent with these practices of a prudent lending institution. The credit agreement and all other instruments evidencing any Loan have been duly executed by the applicable Borrower with respect thereto.

(c) Limited Remedy in Certain Circumstances . The Lender shall have as its sole remedy for an unintentional breach of the representation set forth in the second sentence of clause (viii), clause (x) or the second sentence of clause (xiv) the right to require the Servicer to repurchase the applicable Loan(s) giving rise to such misrepresentation pursuant to Section 2.07 hereof.

Section 4.03 Representations and Warranties of Lender .

(a) Representations and Warranties of Lender . As of the date hereof and as of each Settlement Date, Lender hereby represents and warrants to, and agrees with, Servicer that:

(i) Organization . Lender is a state bank duly organized, validly existing and in good standing under the laws of the State of Georgia; provided, however , that the Lender may from time to time re-incorporate or re-charter under any other U.S. or state banking Law.

(ii) Capacity; Authority; Validity . Lender has all necessary power and authority to enter into this Origination Agreement and to perform all of the obligations to be performed by it under this Origination Agreement. This Origination Agreement and the consummation by Lender of the transactions contemplated hereby and by the Origination Papers have been duly and validly authorized by all necessary action on the part of Lender, and this Origination Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender and is enforceable against Lender in accordance with its terms (except as such enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

(D) require the consent or approval of any other party to any contract, instrument or commitment to which Lender is a party or by which it is bound. Lender is not subject to any agreement with any regulatory authority which would prevent the consummation by Lender of the transactions contemplated by this Origination Agreement.

(iv) Litigation . There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which Lender is a party and by which it is bound, which adversely affects Lender’s ability to consummate the transactions contemplated hereby and, To the Best of Lender’s Knowledge, no such claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy.

(v) No Consent, Etc . No consent of any Person (including without limitation any stockholder or creditor of Lender) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained and delivered to Servicer and other than the filing of financing statements in connection with the transfer of the Loans) in connection with the execution or delivery of this Origination Agreement or the Origination Papers by Lender, the validity of this Origination Agreement or the Origination Papers with respect to Lender, the enforceability of this Origination Agreement or the Origination Papers against Lender, the consummation by Lender of the transactions contemplated hereby or by the Origination Papers, or the performance of Lender of its obligations hereunder and under the Origination Papers.

(vi) Compliance with Laws . The Underwriting Criteria are consistent with Lender’s lending authority under state and federal law, and Lender shall notify Servicer immediately of any change to such lending authority. The Lender (x) is a state bank whose deposits are, as of the date hereof, insured by the Federal Deposit Insurance Corporation and (y) has in effect and will have in effect all material Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted and as contemplated hereby, and such Permits are in full force and effect, except, in each case, where the failure to so obtain or maintain such Permit would not have a material adverse effect on the Lender’s ability to perform its obligations hereunder (it being agreed that the failure to have a Permit that is necessary for a Loan to be validly made and enforceable is material), and, To the Best of Lender’s Knowledge, there has occurred no Default under any such Permit, and the Lender is not:

(A) in Default under any of the provision of its charter or bylaws, in any material respect that would have a material adverse effect on this Origination Agreement or the Servicing Agreement or the transactions contemplated hereby or thereby;

(C) in receipt of any notification or communication from any Governmental Authority or the staff thereof (i) asserting that Lender is not in material compliance with any of the Laws or Orders which such Governmental Authority enforces, (ii) threatening to revoke any material Permits or (iii) requiring Lender to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its respective business or in any manner relates to capital adequacy, credit or reserve policies or management in any material respect that would cause a material adverse effect on this Origination Agreement or the Servicing Agreement.

(b) Notice of Breach . Upon discovery by either Servicer or Lender of a breach of any of the representations and warranties set forth in this Section 4.03, the Party discovering such breach shall give written notice to the other Party within three (3) Business Days following such discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice.

ARTICLE V

COVENANTS

Section 5.01 Covenants of Servicer and Lender .

(a) Covenants of Servicer . Servicer hereby covenants and agrees with Lender as follows:

(i) Ownership Interests . Servicer will not sell, pledge, assign or transfer to any Person other than Lender, or take any other action inconsistent with Lender’s ownership of the Loans, or grant, create, incur, assume or suffer to exist any Lien (arising through or under Servicer) on, any Loan, whether now existing or hereafter created, or any interest therein, and Servicer shall not claim any ownership interest in the Loans and shall defend the right, title and interest of Lender in, to and under the Loans, whether now existing or hereafter created, against all claims of third parties claiming through or under Servicer.

(ii) Notice of Liens . Servicer shall notify Lender promptly after becoming aware of any Lien on any Loan.

(iv) Official Records . Servicer shall maintain this Origination Agreement and the Servicing Agreement as a part of its official records.

(v) Compliance Testing . Servicer shall make its facilities and records available to Lender upon reasonable request for quarterly statistical sampling of the Loans, for a review of the loan files of the Loans and for review of such other information and documents as Lender may reasonably request to enable Lender to determine Servicer’s compliance with this Origination Agreement.

(vi) [*****].

(vii) Lender Review of Marketing Materials .

(A) Servicer agrees to make the Marketing Materials available to Lender, upon Lender’s reasonable request, for Lender’s review; further, Servicer agrees that Lender may require Servicer to revise any Marketing Materials that Lender reasonably believes are inappropriate or otherwise unacceptable or inconsistent with Lender’s business plan or operation. Lender may disclose and publicize its involvement with Servicer and, to the extent permitted by the Program Sponsor(s), the Program Sponsor(s). Where the names of other lenders generally are being utilized, Lender shall have the right to have its name used in connection with Marketing Materials delivered to Program Sponsors, so long as such publicity and marketing is not, in the reasonable opinion of the Servicer, inappropriate or otherwise unacceptable or inconsistent with the Servicer’s business plan. Further, and in addition to the foregoing, Lender shall retain full control over the use of Lender’s Marks (as defined below) and, in this connection, the Servicer shall not use any Mark without the prior written consent of the Lender, except that Servicer may use Lender’s name in connection with Loan collection activities to the extent set forth in Schedule C to the Servicing Agreement. The Servicer and Lender agree that “in-store” marketing of the GreenSky loan program available to customers of a given Program Sponsor shall not include the name or trademarks of the Lender. However, the Servicer shall afford the Lender the opportunity (but not the obligation) to have its name and marks included in any Marketing Materials in which other lenders are identified.

(B) If Servicer will be using any Synovus name, tradename, trademark, logo, slogan, domain name, URL or service mark (collectively, “ Marks ”):

Lender hereby grants to Servicer a limited, non-exclusive, fully paid-up and royalty-free license under Lender’s rights in the Marks to use in connection with the Program Agreements and the transactions contemplated thereby. Servicer shall use the Marks in a manner so as to uphold the high quality standards presently associated with the Marks and as directed by Lender in writing. In no event may Servicer combine any of Lender’s Marks without the written consent of Lender. Servicer agrees that: (a) it has no legal or equitable rights to the Mark other than as expressly set forth herein; (b) its sole right to use the Marks is in connection with this Agreement, the Servicing Agreement and the transactions contemplated thereby; and (c) it must cease all use of the Marks upon any termination of either this Agreement and/or the Servicing Agreement except to the extent that Servicer continues to service Loans under the Servicing Agreement and is required by law or customary servicing practices to use the Synovus name or tradename in connection with customary

servicing practices. Servicer acknowledges that all goodwill arising out of its use of the Marks will inure to the sole benefit of Lender.

(C) Without limiting the generality of the foregoing, Servicer shall not grant permission to any website used to advertise or service the Loans and that uses a Mark to be linked or linked from any other website without the prior written approval of Lender or pursuant to a mutually agreed upon approval process for granting such website linkage. In the event that Servicer has knowledge of such prohibited linkage, Servicer shall use commercially reasonable efforts to, as soon as practicable, remove, or cause to be removed, such link. Without limiting the generality of the foregoing, Servicer shall take all reasonable steps as may be necessary to ensure that its Internet advertising shall be displayed only on websites containing material that is not of a prurient, hateful, illegal, discriminatory or offensive nature.

(viii) [*****].

(ix) Compliance Conditions . Servicer agrees to comply with the compliance conditions set forth in Schedule A .

(x) Covenants of Lender . In the event Servicer has a reasonable basis to believe that the ability of Lender to comply with its obligations under this Agreement is impaired, Lender will provide Servicer, at the request of Servicer, such information as Servicer may reasonably request to enable Servicer to determine whether the Lender has the continued ability to fund Loans in accordance this Agreement; provided, however, that in any event, the Lender shall not be obligated to deliver any such information constituting material non-public information or deliver any information to the extent the delivery thereof could compromise any attorney-client privilege or that would cause undue expense or burden for the Lender to prepare or obtain.

Section 5.02 Regulatory Inspections . Each Party shall make available its facilities, personnel and records with regard to the matters relating the Loans for examination or audit when requested by a Governmental Authority with jurisdiction over the other Party.

ARTICLE VI

TERM, TERMINATION AND PURCHASE

Section 6.01 Term . This Origination Agreement shall commence as of the Effective Date and shall continue until the earlier of (a) July 31, 2018, provided that such date shall be extended automatically for additional one year periods without further action by the Parties, unless not less than 90 days prior to the expiration date then in effect either party gives the other party written notice of nonrenewal; or (b) the termination of the Servicing Agreement (such period of time, the “ Term ”).

Section 6.02 Failure to Perform . Each of the following shall constitute a “Performance Termination Event”: (i) Servicer fails to satisfy the Compliance Conditions; and/or (ii) Servicer is

in Default under this Origination Agreement; and/or (iii) a Servicer Default (as defined in the Servicing Agreement) has occurred and is continuing under the Servicing Agreement and/or (iv) the Servicer makes any material misrepresentations hereunder and/or (v) if the average Performance Threshold for any rolling three-month period is greater than [*****].00%. If (x) a Performance Termination Event described in clauses (i), (ii) and/or (iv) occurs and such Performance Termination Event is not cured to the reasonable satisfaction of the Lender within ninety (90) days after Servicer receives notice of such Performance Termination Event, or (y) in the event a Performance Termination Event described in clause (iii) or clause (v) occurs, this Origination Agreement may, at the Lender’s sole option, upon thirty (30) days’ notice (which may run concurrently with the applicable cure period, if any), be terminated, although Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Credit Policy as of the day prior to the termination date set forth in the notice of the Performance Termination Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). In addition to its termination rights, upon the occurrence of a Performance Termination Event, the Lender may (x) unilaterally amend or modify the Underwriting Criteria, (y) require the Servicer to repurchase one or more Loans pursuant to Section 2.07 hereof if so required therein and/or (z) may otherwise pursue any remedies at law or in equity under all applicable Laws. Notwithstanding the foregoing, in the event that the Lender Servicing Representative (as defined in Schedule 8.4 hereof) obtains actual knowledge that a Performance Termination Event has occurred and the Lender has not notified the Servicer that it elects to terminate this Origination Agreement by reason of the occurrence of such Performance Termination Event (or that it intends to terminate this Origination Agreement if such Performance Termination Event is not cured to the satisfaction of the Lender) within 90 days after the obtaining of such actual knowledge, such Performance Termination Event (but not subsequent Performance Termination Events (even if similar)) shall be deemed waived (unless the parties hereto, in writing or by conduct, have extended the applicable cure period (if any) for such Performance Termination Event or such 90-day period).

Section 6.03 Audit/Oversight/Termination for Non-compliance . Servicer agrees to make available its facilities, personnel and records when reasonably requested by Lender (or at any time requested by Lender’s regulators or examiners) at a time to be reasonably agreed to by Servicer, Lender or Lender’s auditors or examiners as appropriate, to enable Lender or its auditors, regulators and examiners to audit Servicer’s internal audit and compliance procedures with respect to Servicer’s: (i) accounting, (ii) information technology and data systems, (iii) data security, (iv) insurance, (v) overall operations, processes and procedures, (vi) loan origination and loan servicing and collection areas, policies and procedures, (vii) compliance with its confidentiality obligations, (viii) use of subservicers and other subcontractors and the monitoring thereof, (ix) new or revised policies, processes, information technology and management of information systems of

the Servicer, (x) reputational and conflict-of-interest issues, if any, (xi) Servicer’s process for adjusting to its policies, procedures, and controls in response to changing threats, vulnerabilities, and material breaches or incidents, (xii) compliance with legal and regulatory requirements of all applicable Laws and Consumer Lending Laws and changes and developments with respect thereto and Servicer’s positions regarding regulatory compliance which shall include: (a) providing copies of any related reports or materials, (b) policies and procedures specific to regulatory, compliance, and operational processes set forth in this Origination Agreement, (c) training materials (e.g. web-based, quick reference, FAQs, syllabuses, calendars, course assignments, training frequency, etc.) related to specific Laws and Consumer Lending Laws including without limitation training of new hires, ongoing training, training of contractors and third-parties, and (d) reporting of customer complaints and sufficient detail of each complaint, (xiii) financial condition, and (xiv) the volume, nature, and trends of any complaints by consumers that indicate Servicer might have compliance or risk management issues and the ability to remediate those issues. Such audits may be remote or on-site. Once each calendar quarter (or more frequently if Servicer is in Default or a Performance Termination Event has previously occurred and is continuing or as requested by Lender’s regulators or examiners), at a time to be reasonably agreed to by Servicer and Lender, Lender or its auditors, regulators and examiners shall be entitled to conduct such audits. The Parties will reasonably determine the extent and methodology of the testing or the nature of such audit, subject to the approval of Lender, such approval not to be unreasonably withheld. Further, Servicer shall conduct such self-testing and monitoring, and arrange for such internal audits, as necessary and appropriate to ensure compliance with all requirements of this Agreement and the Servicing Agreement and the development and establishment of contingency planning and obligations applicable to Servicer’s personnel and contractors and Laws (including Consumer Lending Laws). Servicer agrees to correct any material deficiencies noted during these audits (as reasonably determined by Lender) within thirty (30) days of such notice (or within ninety (90) days in the event that Servicer promptly undertakes and continues to actively pursue corrective action within 30 days). Should Servicer not correct any such material deficiencies within such time period (“ Noncompliance Event ”), Lender is permitted to terminate this Origination Agreement upon ten (10) days’ notice and otherwise exercise remedies as if the Noncompliance Event constituted a Performance Termination Event. If an audit by Lender or any of its auditors, regulators, or examiners, or audit provided to Lender by Servicer reveals any issues or concerns regarding security, systems, confidentiality or compliance with applicable Law (including Consumer Lending Law), or if Lender becomes aware of any issues or concerns regarding security, systems, confidentiality or compliance with applicable Law (including Consumer Lending Law) with respect to any other lender of Servicer, Lender may conduct additional audits and testing as reasonably necessary until such issues or concerns are resolved to Lender’s reasonable satisfaction. Upon Lender’s reasonable request, Servicer shall assist and cooperate with Lender, in conducting and/or responding to any audit or audit request, including assisting in Lender’s attempts to obtain certifications or other confirmations, including industry, professional, regulatory or other standards, regulatory or self-regulatory organizations and standard-setting bodies. Lender’s failure to exercise its right to audit Servicer pursuant to this Section shall not act as a waiver of any of this rights or remedies under this Origination Agreement. Notwithstanding the foregoing, Lender shall continue to be obligated to (i) originate all unfunded Loans that conform to the Credit Policy that have been approved as of the day prior to the termination date set forth in the notice of the

Noncompliance Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee (less (x) any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successors Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) plus (y) any Lender Damages (as defined in the Servicing Agreement)) with respect to Loans originated under the Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right).

Section 6.04 Dissolution Termination . If Servicer voluntarily goes into liquidation or consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer, or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making or suspension, a “ Dissolution Event ”), Lender shall have the right, at Lender’s sole option upon the date of any such Dissolution Event, to terminate this Origination Agreement and/or appoint a Successor Servicer by written notice to Servicer, and, thereupon, Lender shall have no further duties or obligations to fund Loans. Servicer shall promptly give notice to Lender of any Dissolution Event. Notwithstanding the foregoing, Lender shall continue to be obligated to (i) originate all approved but unfunded Loans that conform to the Credit Policy as of the day prior to the termination date set forth in the notice of the Dissolution Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successors Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under the Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right).

Section 6.05 Regulatory Termination Event . Lender may terminate this Origination Agreement with respect to any Program Agreement upon sixty (60) days prior written notice to Servicer (or less if required by the applicable Governmental Authority) if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit in any material respect (a “ Regulatory Termination Event ”), subject to the right of Servicer to cure such breach, violation, contravention or conflict within such sixty (60) days if such cure period is permitted by such Governmental Authority. In the event of a termination, Lender shall continue to be obligated to (i) originate all unfunded Loans that conform to the Credit Policy that have been previously

approved as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). Notwithstanding any provision hereof in the Servicing Agreement, the Lender shall not be liable for any general, direct, indirect, special, consequential or other damages of any kind or nature incurred or sustained by the Servicer or otherwise arising out of the termination of this Agreement of the Servicing Agreement by reason of the termination of this Agreement pursuant to this Section 6.05.

Section 6.06 Optional Purchase . If at any time this Origination Agreement expires or is terminated by Lender for any reason, Servicer may purchase all of the Loans from Lender, free and clear of all Liens imposed by Lender, for an amount equal to [*****] (the “ Optional Purchase ”). Servicer may exercise the Optional Purchase at any time ninety (90) days after the date of the applicable Performance Termination Event or other applicable event by delivery of the purchase price to Lender, otherwise, such Optional Purchase right shall expire as of the ninetieth day after the date of such triggering event.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Origination Agreement may not be modified or amended except by a writing executed by both parties hereto.

Section 7.03 Notices . All demands, notices, documentation, deliverables and communications hereunder shall be in writing and shall be deemed to have been duly given when actually delivered by a nationally recognized overnight courier or, if rejected by the addressee, when so rejected, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the address shown below, or via .pdf format or via email upon, in each case, electronic confirmation of receipt thereof by the other Party, as follows:

If to Servicer:	GreenSky Trade Credit, LLC
	1797 N.E. Expressway
	Atlanta, Georgia 30329
	Attention: President


If to Lender:	Synovus Bank
	1111 Bay Avenue
	Card Services Director
	Columbus, Georgia 31901
	Attention: Fraser Cruickshank
	Tel:	(###) ###-####
	Email:	############@synovus.com

and, with respect to formal notices and legal correspondence, with a copy to:

	Synovus Centre
	1111 Bay Avenue, Suite 500
	Columbus, GA 31901
	Attention: General Counsel
	Tel:	(###) ###-####
	Email:	#########@synovus.com

Either Party shall have the right to change its notice address to another address within the continental United States of America upon providing notice to the other such Party.

Section 7.05 Assignment . This Origination Agreement is binding upon the Parties and their successors and assigns. Neither Party may assign this Origination Agreement or any of its rights or obligations hereunder to any Person that is not an Affiliate without the prior written consent of the other Party. Any purported assignment to a Person, without such prior written consent, shall be void. Notwithstanding the foregoing, Lender may sell, assign, convey or grant a security interest in all or part of the Loans to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Origination Agreement and the Servicing Agreement and Servicer may assign its interest hereunder as part of the sale, transfer or assignment of all or substantially all of the assets or business of the Servicer or the sale, transfer or assignment of equity interests of the Servicer (or any holding company thereof) so long as such successor to such sale, transfer or assignment assumes in writing all of the obligations of the Servicer hereunder and under the Servicing Agreement in a manner reasonably satisfactory to the Lender.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Origination Agreement shall remain operative and in full force and effect and shall survive the termination of this Origination Agreement. In addition, the termination or expiration of this Origination Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Origination Agreement that by their terms continue after termination.

Section 7.13. Waiver of Jury Trial .

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN THE SERVICER AND THE LENDER WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDER AND THE SERVICER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE LOAN ORIGINATION AGREEMENT, ANY LOAN AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THEREBY OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE SERVICER OR THE LENDER OF ANY KIND OR NATURE RELATING TO ANY OF THIS AGREEMENT, THE SERVICING AGREEMENT OR THE LOANS.

(b) EACH OF THE SERVICER AND THE LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA AND ANY STATE COURT LOCATED IN ATLANTA, GEORGIA, SHALL HAVE THE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE SERVICER AND THE LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOAN ORIGINATION AGREEMENT, ANY LOAN AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THEREBY OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE SERVICER AND THE LENDER EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE A PARTY HERETO OR THE ENFORCEMENT BY A PARTY HERETO OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) Each Party acknowledges that it has been represented by legal counsel of its own choosing and has been advised of the intent, scope and effect of this Section 7.13 and has voluntarily entered into this Loan Origination Agreement and this Section 7.13.

ARTICLE VIII

SUPPLEMENTAL PROVISIONS

The covenants and obligations of the Parties set forth in the following Schedules are hereby incorporated by reference herein (in addition to other incorporations by reference set forth herein):

Schedule 8.1 – Confidentiality and Security

Schedule 8.2 Business Continuity

Schedule 8.3 – Servicer’s Personnel

Schedule 8.4 – Compliance and Legal Action

Schedule 8.5 – Regulatory Examinations

Schedule 8.6 – Notification of Significant Changes

IN WITNESS WHEREOF, Servicer and Lender have caused this Origination Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	SYNOVUS BANK

	By:	/s/ Christopher Pyle
	Name:	Christopher Pyle
	Title:	Group Executive

Exhibit 10.14

Composite Version as amended
through Third Amendment

SERVICING AGREEMENT

Dated as of August 4, 2015

by and between

GREENSKY, LLC

and

SYNOVUS BANK

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (the “ Servicing Agreement ”) dated as of August 4, 2015 (the “ Effective Date ”), by and between GREENSKY, LLC, f/k/a GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“ Servicer ”) and SYNOVUS BANK, a Georgia state-chartered bank (“ Lender ”), as amended March 31, 2017; Decemeber 20, 2017 and February 28, 2018. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, Servicer and Lender have entered into a Loan Origination Agreement (as hereinafter amended, the “ Origination Agreement ”); and

WHEREAS, Lender and Servicer have agreed that Servicer perform certain servicing with respect to the Loans and Servicer is willing to service the Loans;

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . C apitalized terms used herein or in any certificate or document made or delivered pursuant hereto shall have the following meanings:

“ Bank Margin ” shall have the meaning set forth in Section 3.02.

“[*****] .

“ Collections ” shall mean all cash, checks, notes, instruments and other items of payment.

“ Critical Vendor ” shall mean any third-party Person engaged by the Servicer to service or assist in servicing the Loans or otherwise carrying out its obligations hereunder that either (i) has direct and material interface or contact with Borrowers and/or the Lender (it being agreed that outsourcing the call center function would be material) or (ii) provide staffing that is responsible for the maintaining of information security and/or prevention of breaches of data.

“ [*****] .

“ Governmental Requirements ” means, collectively, all federal and state statutes, codes, ordinances, laws, and regulations that may apply to Servicer or Lender either now or in the future relating to the Servicing of the Loans, including, but not limited to, applicable federal, state and local consumer protection laws, the federal Truth in Lending Act (Regulation Z), the Equal Credit Opportunity Act (Regulation B), the federal Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, the Telephone Consumer Protection Act, and the Fair and Accurate Credit Transactions Act of 2003, the Bank Service Company Act, the Bank Secrecy Act, the Gramm-Leach-Bliley Act (Regulation P), and privacy and anti-money laundering laws, and all regulations, rules, orders, guidance, directives, interpretations and decrees of any Governmental Authority.

“ [*****] .

“ Indemnified Parties ” shall have the meaning set forth in Section 7.13.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.13.

“ Lockbox ” shall mean the lockbox account established by Servicer at the Lockbox Bank listed on Schedule B hereto to which the Borrowers are instructed to remit payments on the Loans or such other address, post office box or account as may be established in connection with this Servicing Agreement.

“ Lockbox Agreement ” shall mean the agreement among Servicer and Lockbox Bank with respect to the processing of the Lockbox deposits and the delivery of reports of Lockbox transactions; provided however, that any reference to Lockbox in that agreement shall be deemed to refer to the Lockbox as defined under this Servicing Agreement.

“ Lockbox Bank ” shall mean a financial institution selected by Lender (including Lender acting in such capacity).

“ Monthly Accounting ” shall have the meaning set forth in Section 3.01(a).

“ Origination Agreement ” shall have the meaning set forth in the Recitals.

“ Outstanding Balance ” shall mean, as of any specified date, the face value of a Loan originated by Lender plus the amount of any interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against the such Loan, all as contemplated by this Servicing Agreement.

“ Payment Date ” shall mean the sixth calendar day of month, but if such calendar day is not a business day, then the first business day after the sixth calendar day of the month.

“ Performance Fee ” shall have the meaning set forth in Section 3.01(c).

“ [*****] .

“ Promotional Loans ” shall mean each Loan for the greater of (i) 12 months from the date of initial funding or (ii) in the case of a deferred or interest only Loan, the duration of the deferred or interest only period (not to exceed 24 months), for purposes of calculating the Bank Margin.

“ Rate ” shall mean [*****].

“ Reset Date ” shall have the meaning set forth in Section 3.02.

“ Servicer Default ” shall have the meaning set forth in Section 4.01.

“ Service Transfer ” shall have the meaning set forth in Section 4.01.

“ Servicing ” shall have the meaning set forth in Section 2.01(b).

“ Servicing Fee ” shall have the meaning set forth in Section 3.01(c).

“ Servicing Reports ” shall have the meaning set forth in Schedule A attached hereto.

“ Standard Loan ” is a Loan when it is not then a Promotional Loan.

“ Successor Servicer ” shall have the meaning set forth in Section 4.02(a).

“ Termination Notice ” shall have the meaning set forth in Section 4.01.

“[*****] .

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Servicing Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) All capitalized terms used here herein and not otherwise defined herein shall have meanings ascribed to them in the Origination Agreement.

ARTICLE II

ADMINISTRATION AND SERVICING OF LOANS

Section 2.01 Servicing .

(a) Subject to the terms and conditions set forth herein, Lender hereby appoints Servicer to service the Loans as provided herein.

(b) Servicer agrees to service the Loans in accordance with the customary industry servicing practices of prudent lending institutions that service loans of the same type as the Loans, which shall include, but not be limited to, account opening, transaction processing, customer service, statement generation, reporting, billing, repayment disbursements, management, administration, collection, and customer service, in accordance, where applicable, with (i) the criteria set forth in this Servicing Agreement, as it may be amended from time to time, and on Schedule A annexed hereto, and (ii) the terms of the Origination Agreement, as it may be amended from time to time, and any schedules thereto (“ Servicing ”). Servicer further agrees to provide such other services as Lender and Servicer determine are customary and reasonable in connection with the servicing of the Loans, as provided for herein. Notwithstanding the foregoing, Servicer may, but shall not be obligated to, institute litigation.

(c) Servicer agrees to timely deliver to Lender the financial reports with respect to the Loans as are set forth on Schedule A annexed hereto.

(d) Notwithstanding clause (b) above, unless Servicer has fully reimbursed Lender with respect to a Loan pursuant to Section 3.01(f) or such Loan is subject to a qualifying request under the Servicemembers Civil Rights Act, Servicer shall not, without the prior approval of Lender, (i) modify the terms of the Loans including, but not limited to, interest rate and maturity date, or (ii) waive Borrower payment delinquencies. Servicer and Lender agree that Servicer’s modification of the terms of a Loan or waiver of Borrower payment delinquencies where permitted

pursuant to this Section 2.01(d) shall have no effect upon the treatment of the Outstanding Balance of such Loan as a Portfolio Credit Loss.

(e) Without limiting the generality of the foregoing, Servicer agrees to: (i) timely invoice each Borrower for all payments required to be paid by such Borrower in such manner and to the same extent as Servicer does with respect to similar loans held for its own account or would be expected to do if it held such loans for its own account, (ii) direct each Borrower to remit such payments due by such Borrower directly to the Lockbox or otherwise as instructed by Lender, (iii) arrange the disbursement or remittance of any amounts which should have been paid or deposited into the Lockbox, but were not so paid or deposited, to Lender in accordance with the terms and provisions of the loan agreement, the Origination Agreement and/or the Lockbox Agreement within two (2) business days of receiving such payment from a Borrower, and (iv) maintain with respect to each Loan, complete and accurate records in the same form and to the same extent as Servicer does with respect to contracts held for its own account or would be expected to do if it held such contracts for its own account and in any event in accordance with customary servicing practice.

(f) Lender shall have access to all Borrower records including, but not limited to, loan documents, at such time and in such manner as shall be requested by Lender subject to the reasonable approval of Servicer . Lender may utilize such records for the purposes of marketing Lender’s products and services to the Borrowers as permitted by Law and subject to the limitations imposed by the Program Agreement(s). Notwithstanding anything herein to the contrary, since the Loans are at all times the sole property of Lender, Lender shall have the unconditional right, at any time and from time to time, to take possession of the original loan documents or other original evidence of the debt owed by any Borrower and Servicer shall promptly deliver the same to Lender on Lender’s request.

Section 2.02 Compliance .

(a) Servicer agrees to observe and comply with (and to provide training to its applicable personnel regarding compliance with) all Governmental Requirements applicable to the Servicing of the Loans, and shall make available its facilities, personnel and records for examination or audit when reasonably requested by Lender to enable Lender to determine Servicer’s compliance with the Governmental Requirements, the provisions of this Servicing Agreement and the Origination Agreement.

(b) Servicer shall pay all of its expenses incurred in connection with the Servicing of the Loans.

Section 2.03 Subservicing Agreements .

(a) The Servicer may enter into subservicing agreements with subservicers for the servicing and administration of all or a part of the Loans and may contract with third parties for the performance of incidental services such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the Lender for the

servicing and administering of the Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreement and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. References in this Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a subservicer on behalf of the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any payment in respect of a Loan when the applicable or related subservicer receives such payment. The Servicer shall be obligated to pay all fees and expenses of any subservicer out of its Servicing Fee.

(b) The Servicer shall deliver to the Lender on a quarterly basis a list of the Critical Vendors utilized by the Servicer in connection with the loan origination and servicing obligations hereunder and under the Origination Agreement, highlighting any changes of the identity of any such Critical Vendors from the list delivered to Lender for the prior quarter. Further, in connection with this Section 2.03, the Lender shall have the right to approve of any Critical Vendors utilized by the Servicer, which approval shall not be unreasonably withheld or delayed.

(c) All subservicers shall agree to perform any services with respect to the Loans in a manner consistent with Servicer’s obligations hereunder.

(d) As part of its servicing activities hereunder, where Servicer in its reasonable judgment concludes that it is commercially appropriate, the Servicer, for the benefit of the Lender, shall enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the Loan and in a manner consistent with the Servicer’s obligations under this Servicing Agreement and the Origination Agreement. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds (x) all amounts due in connection with such breach in respect of the related Loan and (y) any other losses suffered by the Lender as a result of such breach, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

ARTICLE III

PERFORMANCE FEE AND SERVICING FEE

Section 3.01 Performance Fee and Servicing Fee .

(a) No later than the Business Day prior to the Payment Date each month during the term of this Servicing Agreement, Servicer shall calculate a “ Monthly Accounting ” with respect to the prior month as follows and forward such calculation and the detail therefor to Lender :

(i) [*****].

(b) [*****].

Section 3.02 Certain Definitions Related to Performance Fee and Servicing Fee .

“[*****].

Section 3.03 Payment of Performance Fee and Servicing Fee . [*****].

ARTICLE IV

SERVICER DEFAULTS

Section 4.01. Servicer Defaults . If any one of the following events (a “ Servicer Default ”) shall occur and be continuing:

(a) any failure by Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Lender or Lockbox Bank to make such payment, transfer or deposit on or before the date occurring three (3) Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Servicing Agreement or the Origination Agreement;

(b) failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement or in the Origination Agreement and which continues unremedied for a period of twenty (20) days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender; or Servicer shall assign or delegate its duties under this Servicing Agreement, except as permitted by Section 7.05;

(c) any representation, warranty or certification made by Servicer in this Servicing Agreement, the Origination Agreement, or in any certificate delivered pursuant to this Servicing Agreement or the Origination Agreement shall prove to have been materially incorrect when made, which, if capable of being remedied, continues for a period of twenty (20) days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Servicer by Lender;

supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its or any of its Affiliates affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of sixty (60) days or an order or decree providing for such relief shall have been entered; or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, in the event of any Servicer Default, Lender by notice then given to Servicer (a “ Termination Notice ”), may terminate all but not less than all of the rights and obligations of Servicer as Servicer under this Servicing Agreement and appoint a Successor Servicer; provided, however , that, at Lender’s sole option, this Servicing Agreement shall remain in full force and effect with respect to all, or a portion of, such Loans originated prior to the date of the Termination Notice that Servicer is servicing at the time of the Termination Notice, in which event this Servicing Agreement shall remain in full force and effect with respect to such Loans only. From and after the delivery of the Termination Notice, the Performance Fee and Servicing Fee due to Servicer under Article III shall be reduced by (i) the commercially reasonable servicing fee in accordance with Section 4.02(b) of this Servicing Agreement paid by Lender to the Successor Servicer plus (ii) all reasonably foreseeable damages (including all reasonable out-of-pocket costs and expenses (including attorneys’ fees)) incurred by Lender by reason of such Servicer Default (the amounts described in this clause (ii) referred to as “ Ancillary Lender Damages ”), but the remainder of the Performance Fee and Servicing Fee (in the case of the Servicing Fee, calculated only with respect to then outstanding Loans actually serviced by the Servicer) shall be paid to Servicer as contemplated by Article III.

After receipt by Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by Lender pursuant to Section 4.02, all authority and power of Servicer under this Servicing Agreement, except for the right to receive payment under Section 4.02(b) reduced by (i) the servicing fee paid by Lender to the Successor Servicer (or, if Lender is the Successor Servicer, by the reasonable amount that Lender would have to pay to an independent Successor Servicer in an arms’ length transaction), shall pass to and be vested in the Successor Servicer (a “ Service Transfer ”) plus (ii) all other Ancillary Lender Damages; and, without limitation, Lender is hereby authorized and empowered (upon the failure of Servicer to cooperate) to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. Servicer agrees to cooperate with Lender and such Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Loans provided for under this Servicing Agreement, including all authority over all Collections which shall on the date of transfer be held by Servicer for deposit, or which have been deposited by Servicer in the Lockbox, or which shall thereafter be received with respect to the Loans, and in assisting the

Successor Servicer. Servicer shall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement; but otherwise, Servicer shall remain obligated under and shall continue to perform its duties and obligations under the Program Agreements. Servicer shall within ten (10) Business Days transfer its electronic records relating to the Loans to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing and enforcement of the Loans in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests.

Section 4.02. Appointment of Successor Servicer .

(a) On and after the receipt by Servicer of a Termination Notice pursuant to Section 4.01, Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Lender or until a date mutually agreed upon by Servicer and Lender. Lender shall as promptly as possible after the giving of a Termination Notice appoint on commercially reasonable terms a third party servicing entity selected by Lender in its sole discretion, or itself on commercially reasonable terms, as the successor servicer of this Servicing Agreement (the “ Successor Servicer ”), and such Successor Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed on commercially reasonably terms the Successor Servicer. Notwithstanding the foregoing, Lender shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as the Successor Servicer hereunder.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions and collection of any payment of fees or expenses under this Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Servicing Agreement to Servicer shall be deemed to refer to the Successor Servicer; provided, however , that the Lender shall reserve the right to amend or modify the terms of this Agreement as a condition to engaging any third-party Successor Servicer provided that, the Performance Fee and Servicing Fee due to Servicer under Article III shall be reduced only by (i) the reasonable amount that Lender would have to pay to an independent Successor Servicer in an arms’ length transaction plus (ii) other Ancillary Lender Damages.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of Servicer . Servicer represents and warrants to Lender as follows:

(b) Servicer has all necessary company power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Servicer of the transactions contemplated hereby have been duly authorized by all company action of Servicer, and this Servicing Agreement has been duly executed and delivered by Servicer and constitutes the valid and binding obligation of Servicer, enforceable against Servicer in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general equity principles).

Section 5.02 Representations and Warranties of Lender . Lender represents and warrants to Servicer as follows:

(a) Lender is a state bank duly organized, validly existing and in good standing under the laws of the State of Georgia.

(b) Lender has all necessary corporate power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Lender of the transactions contemplated hereby have been duly authorized by all corporate action of Lender, and this Servicing Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender, enforceable against Lender in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other laws relating to or affecting creditors’ rights generally and by general equity principles).

ARTICLE VI

TERM AND TERMINATION

Section 6.01 Term .

(a) This Servicing Agreement shall begin on the Effective Date and end on the date that all Loans originated by Lender under the Origination Agreement have been repaid in full, unless sooner terminated as provided herein.

(b) Upon termination of this Servicing Agreement, and at Lender’s sole cost and expense, Servicer agrees to reasonably cooperate with and provide to the Successor Servicer, termination assistance intended to allow the Servicing to continue without material interruption or material adverse effect and/or to facilitate the orderly migration and transfer of the Servicing to the Successor Servicer, if applicable (“Termination Assistance”). For a period of up to six (6) months following the date of termination, Servicer will provide, at Lender’s request and expense, any or all of the Servicing being performed by Servicer pursuant to this Servicing Agreement including Termination Assistance. Termination Assistance Services will be negotiated in good faith and shall be paid currently and not by means of any setoff or offset. To the extent Servicer is to perform Servicing pursuant to the preceding sentence, the provisions of this Servicing Agreement will be applicable to such Servicing to the same extent that they would have been applicable to the Servicing prior to the date of termination.

(c) Servicer will use commercially reasonable efforts to obtain necessary rights and make available to the Successor Servicer third party services then being utilized by Servicer to perform Servicing, including services provided through third party service or maintenance contracts on equipment or software.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Servicing Agreement may not be modified or amended except by a writing executed by the Parties hereto.

Section 7.03 Notices . All demands, notices, documentation, deliverables and communications hereunder shall be in writing and shall be deemed to have been duly given when actually delivered by a nationally recognized overnight courier or, if rejected by the addressee, when so rejected, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, or via .pdf format or via email upon, in each case, electronic confirmation of receipt thereof by the other Party, directed to the address shown as follows :

If to Servicer:	GreenSky Trade Credit, LLC
	1797 N.E. Expressway
	Atlanta, Georgia 30329
	Attention: President

If to Lender:	Synovus Bank
	1111 Bay Avenue
	Card Services Director
	Columbus, Georgia 31901
	Attention: Fraser Cruickshank
	Tel:	(###) ###-####
	Fax:	(###) ###-####
	Email:	############@synovus.com

and, with respect to formal notices and legal correspondence, with a copy to:

	Synovus Centre
	1111 Bay Avenue, Suite 500
	Columbus, GA 31901
	Attention: Allan E. Kamensky
	Tel:	(###) ###-####
	Email:	#########@synovus.com

Section 7.05 Assignment . This Servicing Agreement is binding upon the Parties and their successors and assigns. Neither Party may assign this Servicing Agreement or any of its rights or obligations hereunder to any Person that is not an Affiliate without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person, without such prior written consent shall be void. Notwithstanding the foregoing, Lender may sell, assign, convey or grant a security interest in all or part of the Loans to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Servicing Agreement and the Origination Agreement and Servicer may assign its interests hereunder as part of the sale, transfer or assignment of all or substantially all of the assets or business of the Servicer or the sale, transfer or assignment of equity interests of the Servicer (or any holding company thereof) so long as such successor to such sale, transfer or assignment assumes in writing all of the obligations of the Servicer hereunder and under the Origination Agreement in a manner reasonably satisfactory to the Lender.

Section 7.09 Binding; Third-Party Beneficiaries . This Servicing Agreement will inure to the benefit of and are binding upon the Parties hereto and their respective successors and permitted assigns.

superseded by this Servicing Agreement. This Servicing Agreement may not be modified, amended, waived or supplemented except as provided herein. Notwithstanding the foregoing, the ongoing covenants and obligations of the Servicer set forth in Sections 2.02, 2.04, 2.07, 5.01, 6.03, 6.04 and 6.05, the “Compliance Conditions”, and Schedules 8.1 through 8.6 of the Origination Agreement are hereby incorporated into the Servicing Agreement and shall remain in effect notwithstanding the termination or expiration of the Origination Agreement.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Servicing Agreement shall remain operative and in full force and effect and shall survive until the termination of this Servicing Agreement. In addition, t he termination or expiration of this Servicing Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Servicing Agreement that by their terms continue after termination.

Section 7.13. Third-Party Claims . The Servicer hereby agrees to indemnify and hold the Lender harmless from and with respect to Indemnified Costs in accordance with Schedule D attached hereto.

Section 7.14. Consent to Jurisdiction and Venue; Waiver of Jury Trial

THE LENDER EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE A PARTY HERETO OR THE ENFORCEMENT BY A PARTY HERETO OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) Each Party acknowledges that it has been represented by legal counsel of its own choosing and has been advised of the intent, scope and effect of this Section 7.14 and has voluntarily entered into this Servicing Agreement and this Section 7.14.

ARTICLE VIII

SUPPLEMENTAL PROVISIONS

The covenants and obligations of the Parties set forth in Schedules 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6 of the Origination Agreement are hereby incorporated by reference herein (in addition to other incorporations by reference set forth herein).

ARTICLE IX

DAMAGES

Section 9.01 Servicer’s Damages . In the event of a Default by Lender of this Servicing Agreement, Lender shall be liable for all of Servicer’s damages under applicable Law.

Section 9.02 Lender’s Damages . In the event of a Default by Servicer of this Servicing Agreement, and in addition to the termination remedies set forth in Article IV hereof, Servicer shall be liable for all of Lender’s damages under applicable Law, and for the sake of clarity, such damages shall include, but not be limited to, any fines or penalties imposed on Lender by a federal or state bank regulatory agency.

Section 9.03. Types of Damages . Except as expressly provided in Sections 9.01 and 9.02, in no event shall either Servicer or Lender, or any of their respective officers, directors, employees, agents or affiliates, be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder. The foregoing limitation shall not limit any liabilities, obligations or recoveries pursuant to Section 7.13 hereof, the obligation of the Servicer to repurchase Loans pursuant to

Section 2.07 of the Origination Agreement, or the obligation of the Lender to pay the Servicing Fee and the Performance Fee.

[Remainder of the page intentionally left blank, Signature Page follows]

IN WITNESS WHEREOF, Servicer and Lender have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	SYNOVUS BANK

	By:	/s/ Christopher Pyle
	Name:	Christopher Pyle
	Title:	Group Executive

Exhibit 10.15

Composite Version as amended
through Amendment No. 3

LOAN ORIGINATION AGREEMENT

Dated as of August 25, 2016

by and between

GREENSKY, LLC

and

FIFTH THIRD BANK

LOAN ORIGINATION AGREEMENT

THIS LOAN ORIGINATION AGREEMENT dated as of August 25, 2016 (the “ Effective Date ”), by and between GREENSKY, LLC, a Georgia limited liability company (including its direct and indirect subsidiaries, “ Servicer ”), and FIFTH THIRD BANK, an Ohio-chartered, FDIC-insured bank (“ Lender ”), as amended December 22, 2016; July 1, 2017; February 15, 2018; and March 20, 2018. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, Servicer is in the business of providing clerical, ministerial, and administrative services and a technology platform to lenders in connection with lenders originating consumer loans, primarily through a network of Program Merchants and Sponsors (as defined herein) (the “ GreenSky ^® Program ”); and

WHEREAS, the GreenSky ^® Program is a lending program administered by Servicer on behalf of federally-insured, federal and state chartered lenders participating in the GreenSky ^® Program; and

WHEREAS, Lender desires to participate in the GreenSky ^® Program by extending such loans directly to the customers of the Program Merchants and Sponsors on the terms provided for herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between Servicer and Lender as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used herein or in any certificate or document made or delivered pursuant hereto shall have the following meanings:

“ ACH Account ” shall have the meaning given to such term in the Servicing Agreement.

“ AML Laws ” shall have the meaning given to such term in Section 5.01(a)(iv).

“ AML Program ” shall have the meaning given to such term in Section 5.01(a)(iv).

“ Borrower ” shall mean, with respect to any Loan, the Person or Persons obligated to make payments with respect to such Loan.

“ Business Day ” shall mean a day that Lender is open for business and excluding Saturdays, Sundays and legal holidays.

“ Commitment Amount ” shall have the meaning set forth in Section 2.01(a).

“ Confidential Information ” shall mean (a) all non-public personal information, (b) all documents, materials, data, and/or information in whatever form or format (including without limitation electronic media) that relates to Loans originated under this Loan Origination Agreement or services provided under the Servicing Agreement or that relates to the business systems, practices, know-how, documents, reports, plans, proposals, forecasts, personnel, policies, training materials, complaints, or business continuity plans of the disclosing party and that is not generally known to the public, and (c) information that the disclosing party designates in writing as confidential or proprietary information or that the receiving party has reasons to know is confidential or proprietary information. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (i) information that the receiving party is required by Law or Governmental Authority to disclose, provided that such disclosure is limited to disclosing only the reasonably required information in the manner required, (ii) information that otherwise becomes public other than as a result of action by the receiving party, and (iii) information that the receiving party can demonstrate that it developed without reference to the information received from the disclosing party.

“ Credit Policy ” shall mean the credit policy adopted by Lender as set forth in Schedule A .

“ Default ” shall mean (i) any breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any liability under, any contract, Law, Order, or Permit.

“ Dissolution Event ” shall have the meaning set forth in Section 6.04.

“ External AML Compliance Review ” shall have the meaning given to such term in Section 5.01(a)(iv).

“ Law ” shall mean any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its assets, liabilities, or business, including those promulgated, interpreted or enforced by any Governmental Authority.

“ Lender ” shall have the meaning set forth in the Recitals hereto.

“ Loan ” shall mean a loan originated pursuant to this Loan Origination Agreement, together with any amounts, including interest, fees and other charges, generated with respect thereto.

“ Loan Origination Agreement ” shall mean this Loan Origination Agreement and the schedules hereto and all amendments hereto or thereto.

“ Lockbox ” shall have the meaning given to such term in the Servicing Agreement.

“ Noncompliance Event ” shall have the meaning given to such term in Section 5.03.

“ OFAC list ” shall have the meaning given to such term in Section 5.01(a)(iv).

“ Outstanding Balance ” shall mean, as of any specified date, the face value of a Loan plus the amount of any interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against such Loan, all as contemplated by the Servicing Agreement.

“ Performance Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Performance Termination Event ” shall have the meaning given to such term in Section 6.02.

“ Performance Threshold ” shall mean the annualized monthly Portfolio Credit Losses as a percentage of the aggregate Outstanding Balances of all Loans measured at month-end on a rolling three months basis.

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to (a) the Outstanding Balance of all Loans that become past due by 90 or more days during such month or for which Servicer became aware during such month that the sole Borrower or all Co-Borrowers (as applicable) are the subject of a bankruptcy or similar proceeding or have died , plus (b) to the extent Lender is not otherwise compensated therefor, the portions of the Outstanding Balance of all Loans that have been waived, compromised, settled or forgiven during such month (other than for Loans that were previously included in Portfolio Credit Losses pursuant to clause (a)). For the avoidance of doubt, in no event shall the Portfolio Credit Losses for a particular month include any amounts that were previously included in Portfolio Credit Losses for a prior month or for which Lender was otherwise compensated .

“ Prime Rate ” shall mean, as of any specified date, the “prime rate” as published in the “Money Rates” table in The Wall Street Journal on such date. If more than one prime rate is published in the “Money Rates” table, the highest of those rates will be the Prime Rate for purposes of this Loan Origination Agreement. If The Wall Street Journal ceases to publish a “Money Rates” table or if a prime rate is no longer included in the rates published therein, Lender and Servicer shall agree on a substitute that is a comparable index.

“ Program Agreements ” shall mean the agreements entered into from time to time between Servicer (or its Affiliates) and Program Merchants under which Servicer provides clerical, ministerial, and administrative services to Lenders in their origination of loans for the benefit of Lender.

“ Program Merchants ” shall mean manufacturers, dealers, merchants, providers, distributors, retailers, contractors and installers of goods and services that have entered into Program Agreements to be authorized to participate in the GreenSky ^® Program.

“ Regulatory Termination Event ” shall have the meaning given to such term in Section 6.05.

“ Servicer ” shall have the meaning set forth in the Recitals hereto.

“ Servicing Agreement ” shall mean the Servicing Agreement by and between Servicer and Lender.

“ Servicing Fee ” shall have the meaning given to such term in the Servicing Agreement.

“ Settlement Amount ” shall mean the amounts advanced by Lender to Borrowers or on behalf of Borrowers that constitute disbursements of Loans to Borrowers.

“ Settlement Date ” shall mean each Business Day on which Servicer notifies Lender of a Settlement Amount as provided in Section 2.01(b)(i) below.

“ Sponsors ” shall mean sponsors of Program Merchants that refer Program Merchants to participate in the GreenSky ^® Program.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

“ Underwriting Criteria ” shall mean the underwriting standards adopted and maintained by Lender for Loans reflected in Schedule A , as they may be amended from time to time, (i) by agreement of the Parties, (ii) by Lender in response to advice or comments received from a Governmental Authority upon 30 days advance written notice to Servicer or (iii) by Lender to the extent required by Law upon written notice to Servicer.

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Loan Origination Agreement shall have the defined meanings when used in any certificate, notice, or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “ hereof ,” “ herein ” and “ hereunder ” and words of similar import when used in this Loan Origination Agreement shall refer to this Loan Origination Agreement as a whole and not to any particular provision of this Loan Origination Agreement; and section and schedule references contained in this Loan Origination Agreement are references to sections and schedules to this Loan Origination Agreement unless otherwise specified.

ARTICLE II

LOAN ORIGINATION RIGHTS & OBLIGATIONS

Section 2.01 Loan Origination Obligations .

(a) Origination of Loans .

(i) GreenSky ^® Program . As program administrator of the GreenSky ^® Program, Servicer shall use commercially reasonable efforts to maintain and develop the network of

Program Merchants participating in the GreenSky ^® Program as a source for Loans to be made by Lender pursuant to this Loan Origination Agreement.

(ii) GreenSky ^® Program Merchant and Sponsor Credentialing and Monitoring . Servicer will credential its Program Merchants and Sponsors according to its customary practices, will make available to Program Merchants periodic guidance and training regarding consumer disclosure standards for the GreenSky ^® Program, will monitor and review consumer complaints that it receives (and the resolution thereof), and, where it deems appropriate, terminate relationships with Program Merchants and Sponsors when Program Merchants and Sponsors have not complied with applicable Laws or the GreenSky ^® Program and have failed to resolve such non-compliance to Servicer’s satisfaction or as Servicer otherwise deems appropriate in order to maintain the integrity of the GreenSky ^® Program.

(iii) Testing Period . Subject to the terms and conditions hereof, Lender will commit to fund Loans originated as part of the GreenSky ^® Program that meet the Underwriting Criteria up to a maximum of [*****] dollars ($[*****].00) in aggregate outstanding principal balances held on Lender’s balance sheet at any time (as it may be increased in accordance with Section 2.01(a), the “ Commitment Amount ”) for a period commencing [*****].

[*****].

(iv) Commitment Amount after Testing Period . If Lender does not determine during the Testing Period that it wants to discontinue funding Loans thereafter, subject to the terms and conditions hereof, and at a pace as agreed upon by Lender and Servicer, Lender will fund Loans originated as part of the GreenSky® Program that meet the Underwriting Criteria up to a revised Commitment Amount of [*****] dollars ($[*****].00) in aggregate outstanding principal balances held on Lender’s balance sheet at any time. [*****]. The Commitment Amount may be further increased by written agreement between the Parties.

(v) Loan Terms . Each Loan shall include an interest rate, loan term, repayment and other terms consistent with Schedule A and shall be evidenced by Lender’s loan agreement substantially in the form attached hereto as Schedule C and other customary documentation consistent with Lender’s lending practices.

(b) Settlement Procedure .

(i) No later than 12:00 noon (Eastern time) each Business Day, the “ Settlement Date ,” Servicer, by electronic transmission, shall provide Lender’s designee with a report setting forth the calculation of the Settlement Amount and the payees thereof, which may be a disbursement account from which further payments are to be made. The Settlement Amount shall be paid by Lender by wire transfer, ACH or direct deposit to an account

designated in writing by an authorized officer of Servicer no later than 4:00 p.m. (Eastern time), unless Servicer is late in notifying Lender of the Settlement Amount due on the Settlement Date, in which case Lender shall use all commercially reasonable efforts to send the Settlement Amount within the time period set forth above or as soon thereafter as possible, but no later than 5:00 p.m. (Eastern time) of the next Business Day following such Lender’s receipt of notice from Servicer.

(ii) All amounts paid on the Loans by Borrowers shall be deposited into the Lockbox or the ACH Account, as applicable, and shall be disbursed therefrom in accordance with the terms and procedures set forth in the Servicing Agreement. In the event that Servicer shall at any time receive any other payment with respect to any Loan from a Borrower, Servicer shall promptly forward such amount into the Lockbox.

Section 2.02 Dispute over Settlement Amount .

(a) In the event Lender disputes the accuracy of the Settlement Amount provided by Servicer, Lender promptly shall notify Servicer, but such notice shall not affect Lender’s obligation for timely payment of the Settlement Amount as provided by Servicer, unless the Settlement Amount would cause the aggregate outstanding principal balances to exceed the Commitment Amount. Payment of any Settlement Amount shall not constitute a waiver by Lender of the right to dispute the accuracy of such Settlement Amount, and any such dispute shall be resolved promptly.

(b) In the event it is determined that Lender was correct in disputing the accuracy of the Settlement Amount for a given day, Servicer promptly shall remit to Lender the overpayment amount due Lender with interest thereon computed at the per annum rate equal to the Prime Rate in effect on the date the Settlement Amount was paid.

Section 2.03 Improper Loans . As Lender’s non-exclusive remedy, Servicer shall immediately reimburse the Lender for any Loan found to be improperly (under the terms of this Loan Origination Agreement) or illegally (including for non-compliance with any Law) originated, by paying Lender an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the receivable attendant to such Loan pursuant to the Servicing Agreement or otherwise). Lender shall remain the lender of record for, and continue to own any such Loan, unless the Loan is assigned to another lender in the GreenSky ^® Program.

Section 2.04 Allocation of Loans . [*****].

Section 2.05 Portfolio Data . Notwithstanding anything to the contrary contained in this Loan Origination Agreement, but subject to applicable Law, Servicer may share any portfolio data associated with the Loans that does not contain personal identifying information of a Borrower and does not identify Lender by name with the Program Merchants and Sponsors, potential and actual financing sources and investors for Servicer’s business, Servicer’s business partners and professional advisors.

Section 2.06 Intent of Parties . The Loans shall at all times be the property of Lender and at no point shall Servicer have an ownership interest therein nor shall Lender be deemed to be a lender to Servicer. Notwithstanding the foregoing, in the event and to the extent that Servicer is deemed to have an ownership interest in any Loans (as a result of the Uniform Commercial Code or otherwise), Servicer hereby grants to Lender a security interest in all of its right, title and interest, whether now existing or hereafter acquired, in, to and under such Loans and the proceeds thereof.

Section 2.07 Non-Exclusivity . Lender understands and agrees that the customer relationships with the Borrowers established as a result of Lender’s participation in the GreenSky ^® Program are non-exclusive to Lender (and Servicer shall have the right to market other products and services to Borrowers based upon a Loan or the Borrower’s application for a Loan, subject to compliance with the Gramm-Leach-Bliley Act (Regulation P) to the extent applicable). During the term of this Loan Origination Agreement, Lender agrees not to solicit Borrowers for the express purpose of refinancing a loan originated under the GreenSky ^® Program. For the purpose of clarification, any restrictions contained in this Agreement shall have no effect on: (i) any customer relationships by and between Lender and a Borrower established independently of the GreenSky ^® Program, (ii) existing banking or lending relationships between Lender and a Borrower or a banking or lending relationship that arises in the future, whether or not solicited by Lender as part of a solicitation of Borrower by Lender, (iii) by means of any general solicitation for Lender products or services not specifically targeted at Borrowers, (iv) non-credit related services and products offered from time to time by Lender, or (v) any solicitation of Borrowers who participate in GreenSky ^® Program Loans as a result of Merchant Referrals. Lender agrees that Borrowers may be solicited for other products or services in connection with the GreenSky ^® Program, and Lender will share information with Servicer for such purposes based on the written instruction of the Borrower to Lender to share nonpublic financial information with Servicer.

Section 2.08 Exclusive Program . Lender agrees that, by participating in the GreenSky ^® Program, neither it nor its Affiliates will provide Program Merchants and Sponsors with close-end loan customer financing for goods or services offered by Program Merchants and Sponsors other than pursuant to this Loan Origination Agreement during [*****].

ARTICLE III

INDEMNIFICATION AND DAMAGES

Section 3.01 Damages . Subject to Section 3.03, each Party shall be entitled to all monetary and equitable relief awarded to them by an arbitrator or, if applicable, a court, for a breach by the other Party of its representations, warranties, covenants or other agreements contained in this Loan Origination Agreement.

Section 3.02 Indemnification . To the fullest extent permitted by law, each Party hereby agrees to indemnify, defend and hold harmless the other Party, its affiliates, officers, directors,

managers, employees, and agents (collectively, “ indemnified parties ”) from and against any and all losses, liabilities, claims, demands, damages, penalties, fines costs and expenses (including actual, reasonable attorneys’ fees and disbursements) of every, kind, nature and description (“ Damages ”) sustained or incurred by the indemnified parties, or any of them, that arise out of or relate to: (i) any material breach by the indemnifying Party of any representation, warranty or covenant applicable to such Party; and (ii) any gross negligence, willful misconduct or bad faith by the indemnifying party in connection with this Loan Origination Agreement, or the transactions contemplated herein. Without limiting the foregoing, Servicer hereby agrees to indemnify, defend and hold harmless Lender and its indemnified parties from and against any Damages that arise out of or relate to the failure of Servicer, its agents or subcontractors to obtain and maintain any licenses or permits required by any Governmental Authority pursuant to any Governmental Requirements to be obtained or maintained by Servicer, its agents or subcontractors in connection with the services described in this Agreement. In addition, to the extent commercially practical, Servicer will enforce the contractual provisions of any Program Merchant Agreement affording indemnification or other similar rights for the benefit of Servicer or Lender, as applicable.

Section 3.03 Types of Damages . Notwithstanding the foregoing, or any breach of contract or other remedies provided for under applicable Law, in no event shall either Party, or any of their respective affiliates, officers, directors, managers, employees, or agents be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder, except insofar as (a) the Performance Fee and Servicing Fee may be deemed to embody these types of damages, or (b) such damages have been determined by a court of competent jurisdiction to be owed to an unrelated third party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of Servicer . As of the date hereof and as of each Settlement Date, Servicer hereby represents and warrants to, and agrees with, Lender that:

(a) Organization . Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. Servicer shall be entitled, however, to convert into a Georgia or Delaware corporation.

(b) Capacity; Authority; Validity . Servicer has all necessary company power and authority to enter into this Loan Origination Agreement and to perform all of the obligations to be performed by it under this Loan Origination Agreement. This Loan Origination Agreement and the consummation by Servicer of the transactions contemplated hereby have been duly and validly authorized by all necessary company action on the part of Servicer, and this Loan Origination Agreement has been duly executed and delivered by Servicer and constitutes the valid and binding obligation of Servicer, enforceable against Servicer in accordance with its terms (except as such

enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

(c) Conflicts; Defaults . Neither the execution and delivery of this Loan Origination Agreement by Servicer nor the consummation of the transactions contemplated by this Loan Origination Agreement by Servicer will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which Servicer is a party or by which Servicer is bound, including without limitation, any Program Agreement, (B) violate the governing documents of Servicer, (C) result in the creation of any lien, charge or encumbrance upon any of the Loans (except pursuant to the terms hereof), (D) require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound, or (E) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound.

(d) Litigation . There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which Servicer is a party, or by which it is bound, which materially adversely affects Servicer’s ability to consummate the transactions or obligations contemplated.

(e) No Consent; Etc. No consent of any Person (including without limitation any member or creditor of Servicer) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained) in connection with the execution or delivery of this Loan Origination Agreement by Servicer, the validity of this Loan Origination Agreement with respect to Servicer, the enforceability of this Loan Origination Agreement against Servicer, the consummation by Servicer of the transactions contemplated hereby or the performance by Servicer of its obligations hereunder, except insofar as the absence thereof would not result in a materially adverse impact on Servicer, Lender or the Loans.

(f) No Material Adverse Effect . No event has occurred and is existing which would have a material adverse effect on the financial condition or operations of Servicer or its ability to perform its obligations hereunder.

(g) Compliance with Law . Servicer has complied in all material respects with all applicable Laws, Orders, judgments, injunctions, decrees or awards to which it is subject and that relate in any way to this Loan Origination Agreement or the performance by Servicer of its obligations hereunder. Servicer has in effect all Permits necessary for it to own, lease, or operate its assets and to carry on its business in all material respects as now conducted, and such Permits are in full force and effect, and there has occurred no Default under any such Permit. Servicer is not in receipt of any written notification or communication from any Governmental Authority (i) asserting that Servicer is not in compliance with any of the Laws or Orders that such Governmental Authority enforces where such noncompliance would have a materially adverse effect on Servicer’s ability to perform its obligations hereunder, (ii) threatening to revoke any Permits that

are material to Servicer’s performance of its obligations hereunder, or (iii) requiring Servicer to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts the conduct of its business in a manner that would have a materially adverse effect on the ability of Servicer to perform its obligations hereunder.

(h) Enforceability . This Loan Origination Agreement constitutes a legal, valid, and binding obligation of Servicer enforceable against Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or general principles of equity.

(i) Ownership . Except as otherwise provided herein, upon the funding of a Loan by Lender, Lender shall have full right, title and interest in each such Loan free and clear of all Liens or other encumbrances other than those imposed as a result of Lender’s own actions.

(j) Accuracy of Information . Assuming the accuracy of the information provided by Borrowers, all information and documentation relating to the Loans submitted to Lender by Servicer pursuant to this Loan Origination Agreement is true and correct in all material respects and accurately reflects the status of each Loan and the indebtedness to which such documentation relates.

Section 4.02 Representations and Warranties of Lender . As of the date hereof and as of each Settlement Date, Lender hereby represents and warrants to, and agrees with, Servicer that:

(a) Organization . Lender is a state-chartered, FDIC-insured bank duly organized, validly existing and in good standing under the laws of the S tate of Ohio.

(b) Capacity; Authority; Validity . Lender has all necessary power and authority to enter into this Loan Origination Agreement and to perform all of the obligations to be performed by it under this Loan Origination Agreement. This Loan Origination Agreement and the consummation by Lender of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Lender, and this Loan Origination Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender and is enforceable against Lender in accordance with its terms (except as such enforceability may be limited by equitable limitations on the availability of equitable remedies and by bankruptcy and other laws affecting the rights of creditors generally).

(c) Conflicts; Defaults . Neither the execution and delivery of this Loan Origination Agreement by Lender nor the consummation of the transactions contemplated by this Loan Origination Agreement by Lender, will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance provided by the terms of any contract, instrument or commitment to which Lender is a party or by which it is bound, (B) violate the certificate of incorporation or bylaws, or other equivalent organizational document of Lender, (C) require any consent or approval under any judgment, order, writ, decree, permit or license to which Lender is

a party or by which it is bound, or (D) require the consent or approval of any other party to any contract, instrument or commitment to which Lender is a party or by which it is bound.

(d) Litigation . There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which Lender is a party or by which it is bound, which materially adversely affects Lender’s ability to consummate the transactions contemplated hereby.

(e) No Consent, Etc . No consent of any Person (including without limitation any stockholder or creditor of Lender) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained) in connection with the execution or delivery of this Loan Origination Agreement by Lender, the validity of this Loan Origination Agreement with respect to Lender, the enforceability of this Loan Origination Agreement against Lender, the consummation by Lender of the transactions contemplated hereby, or the performance of Lender of its obligations hereunder, except insofar as the absence thereof would not result in a materially adverse impact on Lender, Servicer, or the Loans.

(f) Compliance with Laws . The Underwriting Criteria and Credit Policy are consistent with Lender’s lending authority under state and federal law, and Lender shall notify Servicer immediately of any change to such lending authority. Lender’s deposits are insured by the Federal Deposit Insurance Corporation and Lender has in effect all Permits necessary for it to own, lease, or operate its assets and to carry on its business in all material respects as now conducted, and such Permits are in full force and effect, and there has occurred no Default under any such Permit. Lender is not in receipt of any written notification or communication from any Governmental Authority (i) asserting that Lender is not in compliance with any of the Laws or Orders that such Governmental Authority enforces where such noncompliance would have a materially adverse effect on Lender’s ability to perform its obligations hereunder, (ii) threatening to revoke any Permits that are material to Lender’s performance of its obligations hereunder, or (iii) requiring Lender to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its business or in any manner relates to capital adequacy, credit or reserve policies or management that would have a materially adverse effect on the ability of Lender to perform its obligations hereunder.

Section 4.03 Notice of Breach . Upon discovery by either Servicer or Lender of a breach of any of the representations and warranties set forth in this Article IV, the Party discovering such breach shall give written notice to the other Party as soon as possible.

ARTICLE V

COVENANTS

Section 5.01 Covenants of Servicer and Lender .

(a) Covenants of Servicer . Servicer hereby covenants and agrees to provide the following services to the Lender and to take the following actions:

(i)

Investigation . Servicer, on behalf of Lender, will obtain a credit report on each Borrower from a nationally recognized credit bureau, and will maintain a system that reviews both the Credit Application and such report for compliance with the Underwriting Criteria and Credit Policy (and test such system routinely, but no less than quarterly during the term of this Agreement).

(ii)

Program Merchants Compliance . Servicer shall maintain policies and procedures governing the selection of Program Merchants and the oversight of the Program Merchants’ compliance with the GreenSky ^® Program, as currently set forth in Servicer’s Merchant Underwriting Policy and Guidelines and Merchant Management Guidelines (as such policies may be amended, restated or superseded from time to time in Servicer’s discretion). Servicer shall use commercially reasonable efforts to enforce such policies and procedures and, if Servicer determines that a Program Merchant is not in compliance with such policies and procedures, Servicer shall take such action as Servicer deems appropriate to remedy the non-compliance or to terminate Servicer’s relationship with the Program Merchant. Servicer shall maintain reasonable records related to Servicer’s actions as it relates to any such non-compliance by any Program Merchant.

	(iii)	Documentation . Servicer, on behalf of Lender, will maintain a loan file for each Loan (which may be electronic) that will contain all agreements evidencing the Loans, all underwriting documents, all collection notes and all legally required disclosures.

	(iv)	Anti-Money Laundering and High-Risk Program Merchants and Sponsors . Servicer currently has and shall continue to maintain and enforce policies and procedures (the “ AML Program ”) that meet industry standards for compliance with all applicable anti-money laundering laws, including without limitation the Bank Secrecy Act and the USA Patriot Act, as amended, and any similar applicable Governmental Requirements (collectively “ AML Laws ”). In originating the Loans, Servicer and any third parties involved in Lender’s origination of the Loans will comply with the AML Program and the AML Laws. Without by implication limiting the generality of the foregoing, Servicer and any third parties involved in Lender’s origination of the Loans, on behalf of Lender, will conduct the requisite due diligence in connection with the origination of the Loans and the collection and verification of all Borrowers’ identification information for the purpose of AML Laws using the non-documentary method under the AML Laws and will make available to Lender (during normal business

		hours for inspection at Servicer’s facility or as otherwise agreed by the Parties) sufficient information to evidence such actions and identify the applicable Borrowers for purpose of the recordkeeping requirements under applicable AML Laws. Servicer, on behalf of Lender, shall take commercially reasonable steps to ensure that each Borrower is not on any list maintained by the United States Treasury Department’s Office of Foreign Assets Control (the “ OFAC list ”) of prohibited persons, entities, or prohibited or restricted jurisdictions. Servicer’s obligation to monitor Borrowers under this Section 5.01(a)(iv) shall include, but is not limited to, initial and on-going monitoring of all participants in the GreenSky® Program that make or receive disbursements or payments under the GreenSky® Program . Upon request, Servicer shall provide documents and information requested by Lender demonstrating Servicer’s compliance with the AML Laws, including, but not limited to, customer information that was required to be collected during any loan origination process. The Servicer shall share with Lender the results of its most recent 2016 External AML Compliance Review (subject to applicable disclosure restrictions with respect to such review and, if required, Lender’s execution of non-reliance letters, and subject to such results not being privileged) and shall have a third-party (such third party shall be reasonably acceptable to Lender) compliance review performed to test the AML Program’s sufficiency and compliance with AML Laws (the “ External AML Compliance Review ”) at a frequency of no less than every 18 months. Servicer shall share the results of the External AML Compliance Review with the Lender (subject to applicable disclosure restrictions with respect to such review and, if required, Lender’s execution of non-reliance letters, and subject to such results not being privileged) and shall implement recommendations as agreed upon between Servicer and Lender. In addition, in an effort to ensure that Servicer provides Borrowers and potential Borrowers with the appropriate disclosures required by AML Laws, Servicer shall include in all applicable applications, disclosure materials or consumer contracts of Borrowers and potential Borrowers of Lender (to the extent required by the AML Laws) the following language, in substantially the same form and substance: “Important Information About Procedures for Opening a New Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.” [*****].

	(v)	Reasonable Steps . With respect to each individual assigned by Servicer to perform services for Lender, Servicer has taken, or will take, all

commercially reasonable steps: (a) to ensure that such individual has not been convicted of any felony or aggravated misdemeanor and has not been banned from the business of banking; (b) to verify that such individual, if performing services in the United States, is eligible to work in the United States in accordance with all applicable laws; and (c) to ensure that such individual is not on any OFAC list. Servicer has taken, and will take, all commercially reasonable steps to ensure that no entity to which Servicer subcontracts any work under this Loan Origination Agreement or the Servicing Agreement is on the OFAC list. Servicer represents that neither it, nor any of its owners (including without limitation its shareholders, partners and members, as applicable), are on the OFAC list.

(vi)

Ownership Interests . Servicer will not take any action inconsistent with Lender’s ownership of the Loans, or grant, create, incur, assume or suffer to exist any Lien (arising through or under Servicer) on, any Loan, whether now existing or hereafter created, or any interest therein, and Servicer shall not claim any ownership interest in the Loans and shall defend the right, title and interest of Lender in, to and under the Loans, whether now existing or hereafter created, against all claims of third parties claiming through or under Servicer.

(vii)

SOC 1 Report . Annually, Servicer shall provide Lender with a SOC 1 Report (Type II) issued in accordance with the Statement on Standards for Attestations Engagements No. 16 (or the successor thereto) from a qualified audit firm that is acceptable to Lender in its reasonable discretion and shall promptly correct any material deficiencies identified therein.

(viii)

Insurance Coverage . Servicer shall maintain the insurance coverage described in Schedule B with a carrier rated “A VIII” or higher by A.M. Best or that otherwise is reasonably acceptable to Lender, whose approval will not be unreasonably withheld or delayed. Servicer will furnish a certificate of insurance showing the required insurance is in force and satisfies this requirement upon Lender’s request.

(ix)

Backup Servicer . Servicer shall maintain a contractual arrangement with Systems & Services Technologies, Inc. or another third-party service provider who is reasonably acceptable to Lender, whose approval will not be unreasonably withheld or delayed, to provide back-up services to Lender in the event Servicer is unable to fulfill its servicing obligations under the Servicing Agreement.

(x)

Audited Financial Statements . Servicer will provide Lender with its annual audited financial statements within 120 days of the end of each fiscal year of Servicer.

(xi)

Official Records . Servicer shall maintain this Loan Origination Agreement as a part of its official records.

(xii)

Information Security . As an initial condition to the funding of Loans, Servicer will cooperate with Lender in the completion of Lender’s Security Checklist and Application Review process and the results of the responses must be reasonably satisfactory to Lender for Servicer to become an approved provider of Lender.

(b) Covenants of Lender . Lender covenants that it will provide Servicer with any reasonably requested information necessary to enable Servicer to determine Lender’s compliance with Section 4.02(f) of this Loan Origination Agreement.

Section 5.02 Marketing Matters . Any marketing materials used by Servicer to promote the GreenSky ^® Program will comply with applicable Law. Lender may publicize its involvement with the GreenSky ^® Program consistent with the GreenSky ^® Program guidelines and subject to Servicer’s prior written consent, which consent will not be unreasonably withheld or delayed. Lender shall retain full control over the use of Lender’s name and trademarks, although Servicer shall be entitled to use Lender’s name in connection with servicing the Loans to the extent contemplated by the Servicing Agreement.

Section 5.03 Inspections . Lender may individually or via a third party audit Servicer for compliance with the terms of this Agreement. Servicer agrees to make available its facilities, personnel and records when reasonably requested by Lender: (i) on a quarterly basis to enable Lender or its auditors to perform agreed upon audit procedures on Servicer’s accounting, information technology, Loan origination, loan servicing and collection policies and operations and (ii) on a quarterly basis to permit statistical sampling to confirm the satisfaction of the Underwriting Criteria and the performance of the Loans. Servicer agrees to respond to Lender in writing within 30 days of its receipt of written notice of any deficiencies identified during these audits or otherwise, and, in the event that Servicer does not correct any deficiencies material to the Loans taken as a whole identified during these audits within 30 days of Servicer’s response to Lender, then it shall be deemed to be a “ Noncompliance Event .” Lender’s failure to exercise its right to audit Servicer or request corrections pursuant to this Section shall not act as a waiver of any of its rights or remedies under this Loan Origination Agreement. Each Party shall make available its facilities, personnel and records with regard to the matters relating the Loans for examination or audit when requested by a Governmental Authority.

Section 5.04 Bank Advisory Committee . Within 90 days after the Effective Date, Servicer will form an advisory committee comprised of at least 4 members, which members shall be representatives of banks that are parties to a loan origination agreement and servicing agreement with Servicer, whose Loans originated through such loan origination agreements exceed 10% of the total Loans serviced using the GreenSky ^® Program and who are willing to have a representative serve on such committee (the “ Bank Advisory Committee ”). Notwithstanding the foregoing,

Lender will be permitted to appoint one representative to the Bank Advisory Committee as long as Lender continues to fund Loans under this Loan Origination Agreement. The purpose of the Bank Advisory Committee is to provide Servicer with periodic non-binding input and advice with respect to operational and other topics impacting the GreenSky ^® Program. The Bank Advisory Committee shall not consider topics such as pricing or market allocation or any other topic that Servicer or any member of the Bank Advisory Committee considers anti-competitive. The Bank Advisory Committee will meet from time to time upon the request of Servicer or of a majority of the members of the Bank Advisory Committee, but no less frequently than quarterly.

Section 5.05 [*****].

ARTICLE VI

TERM, TERMINATION AND PURCHASE

Section 6.01 Term . This Loan Origination Agreement shall commence as of the Effective Date and shall continue until the 3 ^rd anniversary of the Effective Date, provided that such date shall be extended automatically for additional one year periods without further action by the Parties, unless not less than 90 days prior to the expiration date then in effect either party gives the other party written notice of nonrenewal.

Section 6.02 Performance Termination . Lender may terminate this Loan Origination Agreement upon 90 days prior written notice to Servicer if (i) Servicer is in Default under the Servicing Agreement or (ii) the Performance Threshold is greater than [*****].00% (each a “ Performance Termination Event ”). If such Performance Termination Event is not cured within 30 days after Servicer receives notice of the Performance Termination Event, this Loan Origination Agreement will be terminated, although Lender shall continue to be obligated to fund all approved but unfunded Loans that conform to the Credit Policy as of the day prior to the termination date set forth in the notice of the Performance Termination Event. Notwithstanding the foregoing, in the event of the limited circumstances described in Sections 2.01(a)(iii), 6.03, 6.04 and 6.05, the provisions of Section 2.01(a)(iii), 6.03, 6.04 or 6.05 (as applicable), including the notice and cure periods contemplated therein, shall apply.

Section 6.03 Noncompliance Termination . In the event that Servicer does not remedy a Noncompliance Event as required by Section 5.03, Lender shall be entitled to terminate this Loan Origination Agreement upon 10 days prior written notice. Notwithstanding the foregoing, Lender shall continue to be obligated to fund all unfunded Loans that conform to the Credit Policy approved as of the day prior to the termination date set forth in the notice of the Noncompliance Event.

supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer, or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making or suspension, a “ Dissolution Event ”), Lender shall have the right, at Lender’s sole option upon or following the date of any such Dissolution Event, to terminate this Loan Origination Agreement by written notice to Servicer, and, thereupon, Lender shall have no further duties or obligations to fund Loans. Servicer shall promptly give notice to Lender of any Dissolution Event. Notwithstanding the foregoing, Lender shall continue to be obligated to fund all approved but unfunded Loans that conform to the Credit Policy as of the day prior to the termination date set forth in the notice of the Dissolution Event until such time as all such Loans have been funded.

Section 6.05 Regulatory Termination Event . Lender may, upon 90 days prior written notice to Servicer (or such shorter time period as is required by a Governmental Authority or by applicable Law), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect (any such event, a “ Regulatory Termination Event ”), in each case subject to the right of Servicer to cure such breach, violation, contravention, conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable by Servicer. In the event of a termination, Lender shall continue to be obligated to fund all unfunded Loans that conform to the Credit Policy approved on or before the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited from doing so by the Governmental Authority. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.

Section 6.06 Optional Purchase . To maintain the consistency and continuity of the GreenSky ^® Program, if at any time this Loan Origination Agreement expires or is terminated by Lender for any reason, Servicer may purchase all, but not less than all, of the receivables attendent

to the Loans (or arrange for the purchase of the receivables by a third party) from Lender, free and clear of all Liens, for an amount [*****]. Servicer may exercise this optional purchase at any time up to 90 days after the expiration or termination date, as applicable, by delivery of the purchase price to Lender; otherwise, such optional purchase right shall expire as of the 91 ^st day after the expiration or termination date. Notwithstanding any optional purchase of receivables by Servicer, Lender will remain the lender of record, and continue to own, any such Loans, unless the Loans are assigned to another lender in the GreenSky ^® Program.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Loan Origination Agreement may not be modified or amended except by a writing executed by both Parties hereto.

Section 7.02 Governing Law . THIS LOAN ORIGINATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

If to Servicer:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: President

With copy to:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: General Counsel

If to Lender:	Fifth Third Bank
	38 Fountain Square Plaza, MD 10904F
	Cincinnati, Ohio 45263
	Attention: Mark Erhardt
	Cc: Vanessa Indriolo Vreeland

Either Party shall have the right to change its notice address to another address within the continental United States of America upon providing notice to the other Party.

Section 7.04 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Loan Origination Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Loan Origination Agreement and shall in no way affect the validity or enforceability of the other provisions of this Loan Origination Agreement.

Section 7.05 Assignment . This Loan Origination Agreement is binding upon the Parties and their successors and assigns. Either Party may assign this Loan Origination Agreement or delegate part or all of its rights or obligations hereunder to a financially responsible Affiliate. In addition, Lender may sell, assign, convey or grant a security interest in all or part of the Loans made by it to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Loan Origination Agreement, and either Party may assign its interest hereunder as part of the sale of all or substantially all of its assets or business. Otherwise, neither Party can assign this Loan Origination Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person, without such prior written consent shall be void.

Section 7.06 Further Assurances . Servicer and Lender agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party more fully to effect the purposes of this Loan Origination Agreement, including, without limitation, the authorization or execution of any financing statements or amendments thereto or equivalent documents relating to the Loans for filing under the provisions of the UCC or other law of any applicable jurisdiction and to provide prompt notification to the other Party of any change in the name or the type or jurisdiction of organization of such Party.

Section 7.08 Counterparts . This Loan Origination Agreement may be executed in two or more counterparts (and by different Parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.09 Binding; Third-Party Beneficiaries . This Loan Origination Agreement will inure to the benefit of and is binding upon the Parties hereto and their respective successors and

permitted assigns. There are no intended third-party beneficiaries of this Loan Origination Agreement.

Section 7.10 Merger and Integration . Except as specifically stated otherwise herein, this Loan Origination Agreement and the schedules hereto set forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Loan Origination Agreement.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Loan Origination Agreement shall remain operative and in full force and effect and shall survive the termination of this Loan Origination Agreement. In addition, the termination or expiration of this Loan Origination Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Loan Origination Agreement that by their terms continue after termination.

Section 7.13 Arbitration; Jury Trial . If there shall be any dispute arising out of or in any way relating to this Loan Origination Agreement, the contemplated transactions, any document referred to or incorporated herein by reference or centrally related to the subject matter hereof, or the subject matter of any of the same, the Parties covenant and agree as follows:

(a) The Parties shall first use their reasonable best efforts to resolve such dispute among themselves, with or without mediation.

(b) If the Parties are unable to resolve such dispute among themselves, such dispute shall be submitted to mandatory binding arbitration in Atlanta, Georgia under the auspices of, and pursuant to the rules of, the American Arbitration Association’s Commercial Arbitration Rules as then in effect, or such other procedures as the Parties may agree to at the time, before three arbitrators, one of whom shall be selected by Lender, one of whom shall be selected by Servicer and one of whom shall be selected upon the agreement of the arbitrators selected by Lender and Servicer. Any award issued as a result of such arbitration shall be final and binding between the Parties. After the Parties have complied with the mandatory arbitration provisions in this Section 7.13, the Parties agree that all subsequent actions or proceedings arising in connection with or related to this Loan Origination Agreement, including the enforcement of any arbitration award or decision hereunder, shall be tried and determined only in the state or federal courts located in Atlanta, Georgia. Each Party acknowledges that it has voluntarily and knowingly entered into an agreement to arbitration under this Section 7.13 by executing this Loan Origination Agreement. The Parties agree to abide by and perform any award or decision rendered by the arbitrators. The Parties covenant and agree to act as expeditiously as practicable in order to resolve all disputes by arbitration. Notwithstanding anything in this Section 7.13 to the contrary, no Party shall be precluded from seeking court action if the action sought is either injunctive action, a restraining order or other equitable relief.

(c) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF THIS LOAN ORIGINATION AGREEMENT. Each Party acknowledges that it has been represented by legal counsel of its own choosing and has been advised of the intent, scope and effect of this Section 7.13 and has voluntarily entered into this Loan Origination Agreement and this Section 7.13.

Section 7.14 Confidential Information . Each Party agrees to maintain the confidentiality of the Confidential Information that it receives from the other party, provided that nothing herein shall limit the ability of a Party to disclose such information to a subsidiary, parent, investor, or subcontractor, provided such recipient is subject to the foregoing confidentiality obligation. In addition, notwithstanding the foregoing, Lender shall at all times be entitled to disclose Confidential Information to Governmental Authorities, Servicer shall at all times be entitled to disclose aggregated performance data and other information that does not by its nature identify an individual Borrower or identify groups of Loans as funded by Lender, and both Parties shall be entitled to disclose Confidential Information to their auditors, attorneys and other professionals who are under a general duty of confidentiality.

[Remainder of the page intentionally left blank, Signature Page follows]

IN WITNESS WHEREOF, Servicer and Lender have caused this Loan Origination Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	FIFTH THIRD BANK

	By:	/s/ Ben Hoffman
	Name:	Ben Hoffman
	Title:	SVP

	By:	/s/ Tom Carpenter
	Name:	Tom Carpenter
	Title:	Executive Vice President

Exhibit 10.16

Composite Version as amended
through Amendment No. 3

SERVICING AGREEMENT

Dated as of August 25, 2016

by and between

GREENSKY, LLC

and

FIFTH THIRD BANK

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (the “ Servicing Agreement ”) dated as of August 25, 2016 (the “ Effective Date ”), by and between GREENSKY, LLC, a Georgia limited liability company ( including its direct and indirect subsidiaries, “ Servicer ”), and FIFTH THIRD BANK, an Ohio-chartered, FDIC-insured bank (“ Lender ”), as amended August 25, 2016; July 1, 2017; December 19, 2017; and February 15, 2018. As used herein, “ Party ” shall mean Servicer or Lender, as applicable, and “ Parties ” shall mean both Servicer and Lender.

W I T N E S S E T H:

WHEREAS, the GreenSky ^® Program is a lending program administered by Servicer on behalf of federally-insured, federal and state chartered lenders participating in the GreenSky ^® Program;

WHEREAS, Servicer and Lender have entered into a Loan Origination Agreement (as hereinafter amended, the “ Loan Origination Agreement ”) pursuant to which Lender will fund loans through the GreenSky ^® Program;

WHEREAS, Lender desires that that Servicer perform certain servicing for Lender with respect to the loans made by Lender under the GreenSky ^® Program and pursuant to the Loan Origination Agreement, and Servicer is willing to perform that servicing; and

WHEREAS, Servicer will act as a first-party servicer in the name of the GreenSky ^® Program or Lender when performing that servicing.

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . C apitalized terms used herein or in any certificate or document made or delivered pursuant hereto shall have the following meanings:

“ 2017 Acquired Loans ” shall mean the “Loans” as defined in that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of December 19, 2017, which were acquired by Lender pursuant thereto.

“ ACH Account ” shall mean the deposit account established by Servicer for the benefit of the lenders in the GreenSky® Program at Fifth Third Bank or such other financial institution customarily utilized by Servicer with respect to other lenders and approved by Lender (which approval will not unreasonably be withheld or delayed), to which the Borrowers are instructed to remit ACH payments on the Loans.

“ Affiliate ” means with respect to any person or entity, any of the following: (i) any person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person or entity; (ii) any person or entity owning or controlling ten percent (10%) or more of the outstanding voting securities or beneficial interest of another person or entity; (iii) any person or entity who is an officer, director, general partner or trustee of such person or entity, or anyone acting in a substantially similar capacity to such person or entity; and (iv) any person or entity who is an officer, director, general partner, trustee or holder of ten percent (10%) or more of the voting securities or beneficial interest of any of the foregoing.

“ Bank Margin ” shall have the meaning set forth in Section 3.02.

“ [*****].

“ Base Rate ” shall have the meaning set forth in Section 3.02.

“ Business Day ” shall mean a day that Lender is open for business and excluding Saturdays, Sundays and legal holidays.

“ Charged-Off 2017 Acquired Loans ” shall mean the 2017 Acquired Loans that were identified to Lender as a “Charged-Off Loan” in Appendix B to that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of December 19, 2017.

“ Collections ” shall mean all cash, checks, notes, instruments and other items of payment.

“ Confidential Information ” shall mean (a) all non-public personal information, (b) all documents, materials, data, and/or information in whatever form or format (including without limitation electronic media) that relates to the performance of servicing or Loans originated under the Loan Origination Agreement or that relates to the business systems, practices, know-how, documents, reports, plans, proposals, forecasts, personnel, policies, training materials, complaints, or business continuity plans of the disclosing party and that is not generally known to the public, and (c) information that the disclosing party designates in writing as confidential or proprietary information or that the receiving party has reasons to know is confidential or proprietary information. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (i) information that the receiving party is required by Law or Governmental Authority to disclose, provided that such disclosure is limited to disclosing only the reasonably required information in the manner required, (ii) information that otherwise becomes public other than as a result of action by the receiving party, and (iii) information that the receiving party can demonstrate that it developed without reference to the information received from the disclosing party.

“[*****].

“ Governmental Requirements ” means, collectively, all federal and state statutes, codes, ordinances, laws, and regulations that may apply to Servicer or Lender either now or in the future relating to the Servicing of the Loans, including, but not limited to, applicable federal, state and local consumer protection laws, the federal Truth in Lending Act (Regulation Z), the Equal Credit Opportunity Act (Regulation B), the federal Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, the Telephone Consumer Protection Act, and the Fair and Accurate Credit Transactions Act of 2003, the Bank Service Company Act, the Bank Secrecy Act, the Gramm-Leach-Bliley Act (Regulation P), and privacy and anti-money laundering laws, and all regulations, rules, orders, guidance, directives, interpretations and decrees of any Governmental Authority related thereto.

“ Indemnified Parties ” shall have the meaning set forth in Section 7.14.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.14.

“ Index Rate ” shall mean [*****] .

“ Interest ” shall mean all interest potentially payable by the Borrower in respect of a Loan including interest that will, by the terms of the Loan, be forgiven if the Loan is timely paid as a result of promotional offerings.

“ Lender’s Designated Account ” shall mean the blocked account designated by Lender to which Servicer transfers amounts from Loans originated by Lender received in the Lockbox or ACH Account.

“ Loan ” shall mean a loan originated pursuant the Loan Origination Agreement, together with any amounts, including interest, fees and other charges, generated with respect thereto.

“ Loan Origination Agreement ” shall have the meaning set forth in the Recitals.

“ Lockbox ” shall mean the lockbox established by Servicer for the benefit of the lenders in the GreenSky ^® Program at Wells Fargo or such other financial institution customarily utilized by Servicer with respect to other lenders and approved by Lender (which approval will not unreasonably be withheld or delayed), to which the Borrowers are instructed to remit check payments on the Loans.

“ Monthly Accounting ” shall have the meaning set forth in Section 3.01(b).

“ Outstanding Balance ” shall mean, as of any specified date, the original principal amount of a Loan plus any additional Loan draws, if any, plus the amount of any Interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against such Loan, all as contemplated by this Servicing Agreement.

“ Payment Date ” shall mean the sixth calendar day of a month, but if such calendar day is not a Business Day, then the first Business Day after the sixth calendar day of the month.

“ Performance Fee ” shall have the meaning set forth in Section 3.01(c).

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to (a) the Outstanding Balance of all Loans that become past due by 90 or more days during such month or for which Servicer became aware during such month that the sole Borrower or all Co-Borrowers (as applicable) are the subject of a bankruptcy or similar proceeding or have died , plus (b) to the extent Lender is not otherwise compensated therefor, the portions of the Outstanding Balance of all Loans that have been waived, forgiven, compromised or settled during such month (other than for Loans that were previously included in Portfolio Credit Losses pursuant to clause (a)). For the avoidance of doubt, in no event shall the Portfolio Credit Losses for a particular month include any amounts that were previously included in Portfolio Credit Losses for a prior month or for which Lender was otherwise compensated .

“[*****].

“ Reset Date ” shall have the meaning set forth in Section 3.02.

“ Servicer Default ” shall have the meaning set forth in Section 4.01.

“ Service Transfer ” shall have the meaning set forth in Section 4.02(b).

“ Servicing ” shall have the meaning set forth in Section 2.01(b).

“ Servicing Fee ” shall have the meaning set forth in Section 3.01(b).

“ Successor Servicer ” shall have the meaning set forth in Section 4.02(a).

“ Termination Notice ” shall have the meaning set forth in Section 4.01.

“ [*****].

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Servicing Agreement shall have the defined meanings when used in any notice or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) All capitalized terms used here herein and not otherwise defined herein shall have meanings ascribed to them in the Loan Origination Agreement.

(c) The words “hereof,” “herein” and “hereunder” and any words of similar import when used in this Servicing Agreement shall refer to this Servicing Agreement as a whole and not to any particular provision of this Servicing Agreement; and section and schedule references contained in this Servicing Agreement are references to sections and schedules in or to this Servicing Agreement unless otherwise specified.

ARTICLE II

ADMINISTRATION AND SERVICING OF LOANS

Section 2.01 Servicing .

(a) Lender hereby appoints Servicer to service the Loans in accordance with the common servicing standards established for the GreenSky ^® Program as provided herein.

(b) Servicer agrees to service the Loans for Lender in accordance with the customary industry servicing practices of prudent lending institutions that service loans of the same type as the Loans, which shall include, but not be limited to, account opening, transaction processing, customer service, statement generation, reporting, billing, repayment disbursements, management, administration, collection, and customer service, in accordance, where applicable, with the criteria established and adopted by Lender and set forth in this Servicing Agreement including Schedule A (“ Servicing ”).

(c) Servicer agrees to deliver to Lender by no later than the fourth Business Day of each month the Servicer reports with respect to the Loans as are set forth on Schedule B . These reports will include a file, in an electronic format agreed upon by the parties, identifying all Loans (along with all supporting details, including relevant Borrower data and payment history) and individual loan level data including the account number, plan number and month of funding. The Servicer reports set forth on Schedule B will also include such information separately designated for all Loans constituting Portfolio Credit Losses for the month just ended and a listing of all recoveries of Portfolio Credit Losses for the month just ended.

(d) On behalf of Lender, Servicer shall have full power and authority to do any and all things on behalf of Lender in connection with such Servicing that are customary for loan servicers in accordance with all applicable Laws, consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions and reasonably necessary or desirable for the benefit of Lender, provided that except as provided herein, until a Loan is 90 or more days past due, and thereafter if Servicer has not compensated

Lender for the full amount of the related Portfolio Credit Loss, Servicer shall not, without the prior approval of Lender, (i) modify the terms of the Loans, including, but not limited to, interest rate and maturity date, or (ii) waive Borrower payment delinquencies.

(i) Notwithstanding the generality of the foregoing, as reasonably necessary or desirable for the benefit of Lender, Lender authorizes Servicer to settle all Borrower complaints and disputes on behalf of, and in the name of, Lender, provided that any such settlement may involve a total amount (principal, finance charges, and fees) of no more than $20,000.00 individually for any Loan and may not cause the aggregate amount waived in any calendar year to exceed $500,000.00 (other than with respect to Loans where Lender has been compensated in full for the related Portfolio Credit Losses). Such authority includes, without limitation, filing chargebacks with the applicable payment card network, enforcing contractual rights to reimbursement or refunds from Program Merchants and Sponsors , crediting Borrower(s) accounts, and executing settlement and release agreements adopted by Lender substantially in the form attached hereto as Schedule D . In the event that any settlement amount would exceed $20,000.00 individually or cause the above annual threshold to be exceeded in the aggregate (other than with respect to Loans where Lender has been compensated in full for the related Portfolio Credit Losses), Servicer will consult with Lender for final settlement authority.

(ii) The modification of the terms of a Loan, waiver of Borrower payment delinquencies, or other settlement shall have no effect upon the treatment of the Outstanding Balance of such Loan as a Portfolio Credit Loss.

(iii) [*****] .

(e) Without limiting the generality of the foregoing, Servicer for Lender, agrees to: (i) timely invoice each Borrower for all payments required to be paid by such Borrower, which invoice may be electronic, (ii) direct each Borrower to remit such payments directly to the Lockbox, the ACH Account, or otherwise as instructed by Lender, (iii) forward to the Lockbox or arrange disbursement in accordance with the terms hereof of any amounts that should have been deposited into the Lockbox, but were not so deposited, within 2 Business Days of receiving funds from a Borrower (including any amounts that were Portfolio Credit Losses for which Lender has not been compensated pursuant to the terms of this Agreement), or, if such amounts are not accompanied by a payment coupon or otherwise are unidentifiable, as soon thereafter as practicable after they are identified as being attributable to a Loan, and promptly thereafter instruct the bank maintaining the Lockbox to transfer such amounts to the Lender’s Designated Account, (iv) issue payment instructions to the bank maintaining the ACH Account to allocate to Lender any amounts received in the ACH Account from a Borrower and transfer such amounts to the Lender’s Designated Account within 2 Business Days of receiving funds from a Borrower or, if such funds cannot be identified as being attributable to a particular Loan, as soon thereafter as practicable after they are identified as being attributable to a Loan, and (v) maintain with respect to each Loan, complete and accurate records in accordance with customary industry practices.

(f) Lender shall own and have reasonable access to all Borrower records including, but not limited to, Loan documents, at such time and in such commercially reasonable manner as shall

be requested by Lender . Lender may utilize such records for the purposes of marketing Lender’s products and services to Borrowers as permitted by Law and the terms of the GreenSky ^® Program but subject to any limitations imposed by the Program Agreement(s). Notwithstanding anything herein to the contrary, since the Loans are at all times the sole property of Lender, Lender shall have the unconditional right, at any time and from time to time, to take possession of the original Loan documents or other original evidence of the debt owed by any Borrower as well as all of the electronic files and other data relating to the servicing of such Loans, and Servicer shall promptly deliver the same to Lender on Lender’s request.

(g) Servicer shall not institute collection litigation with respect to a Loan without the prior express written consent of Lender, and Servicer shall not be obligated to institute collection litigation unless it concludes that it is commercially reasonable.

(h) Servicer shall pay all of its expenses incurred in connection with the Servicing of the Loans, which for the avoidance of doubt shall not include state documentary taxes.

Section 2.02 Compliance .

(a) Lender will use commercially reasonable efforts to adopt, and Servicer will administer, policies and procedures for the GreenSky ^® Program reasonably designed to ensure compliance with Governmental Requirements.

(b) Servicer agrees to observe and comply with all Governmental Requirements applicable to the Servicing of the Loans, and shall make available its facilities, personnel and records for examination or audit when reasonably requested by Lender or its regulators to enable Lender or its regulators to determine Servicer’s compliance with the Governmental Requirements and the provisions of this Servicing Agreement. Without limiting the foregoing, (i) Servicer will share with Lender the results of any material, external regulatory compliance audit of any operations or functions involved in Servicer’s performance under this Agreement that is conducted by a third party (other than by or on behalf of another funding participant of Servicer) at the request of Servicer (subject to applicable disclosure restrictions with respect to such review and, if required, Lender’s execution of non-reliance letters, and subject to such results not being privileged), and (ii) Servicer will notify Lender within 30 days of Servicer’s receipt of any material written correspondence from any Governmental Authority relating to requests for Servicer to obtain any licenses or permits, the absence of which would have a material impact on Servicer’s performance of its obligations under this Agreement, the validity or enforceability of the Loans, or could otherwise result in liability to Lender, and Servicer will provide to Lender copies of any such correspondence upon Lender’s request (subject to applicable Law).

ARTICLE III

PERFORMANCE FEE AND SERVICING FEE; PRE-FUNDED BALANCE

Section 3.01 Servicing Fee and Performance Fee .

(a) On each Payment Date, Lender will pay Servicer a “ Servicing Fee ” equal to [*****] .

(b) No later than the fourth Business Day of each month during the term of this Servicing Agreement, Servicer shall provide to Lender a “ Monthly Accounting ” with respect to the prior month calculated as follows :

[*****]

Section 3.02 Certain Definitions Related to Performance Fee .

[*****]

Section 3.03 Pre-Funded Balance for Loans .

[*****]

ARTICLE IV

SERVICER DEFAULTS

Section 4.01 Servicer Defaults . If any one of the following events (a “ Servicer Default ”) shall occur and be continuing:

(a) any failure by Servicer to make any payment, transfer or deposit or to give instructions to bank holding the Lockbox or ACH Account to make such payment, transfer or deposit on or before the date occurring 3 Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Servicing Agreement, provided however, that where such failure is due to oversight, error or any other reason not including bad faith on the part of the Servicer, such 3 Business Day period shall commence upon notice to Servicer from Lender;

(b) failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement or in the Loan Origination Agreement and which continues unremedied for a period of 30 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender;

(c) any representation, warranty or certification made by Servicer in this Servicing Agreement or in any certificate delivered pursuant to this Servicing Agreement shall prove to have been materially incorrect when made, which has a materially adverse effect on the Loans (taken as a whole) and which materially adverse effect continues for a period of 30 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Servicer by Lender; or

(d) Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all its property, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of 60 days or an order or decree providing for such relief shall have been entered; or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, Lender, by notice given to Servicer (a “ Termination Notice ”), may terminate all, but not less than all, of the rights and obligations of Servicer as servicer under this Servicing Agreement and appoint a Successor Servicer, subject to Section 4.02.

Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Default (i) under paragraph (a) above for a period of 10 Business Days after the applicable grace period or (ii) under paragraph (b) or (c) above for a period of 15 Business Days after the applicable grace period, if such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, terrorism, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement, and Servicer shall provide Lender with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Section 4.02 Appointment of Successor .

(a) On and after the receipt by Servicer of a Termination Notice pursuant to Section 4.01, Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Lender (provided, with respect to an event specified in Section 4.01(b) or (c), such date shall not be less than 60 days after Servicer’s receipt of the initial notice from Lender identifying the occurrence of such event) or until a date mutually agreed upon by Servicer and Lender. Lender shall, as promptly as possible after the giving of a Termination Notice, appoint on commercially reasonable terms a third party servicing entity selected by Lender in its sole discretion, or itself on commercially reasonable terms, as the successor servicer (the “ Successor Servicer ”), and such Successor Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the

time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed on commercially reasonably terms the Successor Servicer.

(b) After a Successor Servicer is appointed by Lender and is performing the servicing duties, all authority and power of Servicer under this Servicing Agreement, except for the right to receive payment under Section 4.02(d), shall pass to and be vested in the Successor Servicer (a “ Service Transfer ”) and, without limitation, Lender is hereby authorized and empowered (upon the failure of Servicer to cooperate) to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. Servicer agrees to cooperate with Lender and such Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Loans provided for under this Servicing Agreement, including all authority over all Collections that shall on the date of transfer be held by Servicer for deposit, or which have been deposited in the Lockbox or ACH Account, or which thereafter shall be received with respect to the Loans, and in assisting the Successor Servicer. Servicer shall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement. At least 120 days prior to the Service Transfer, and then again on the end of the Business Day prior to the Service Transfer, Servicer shall transfer its electronic records relating to the Loans to the Successor Servicer in such electronic form as the Successor Servicer and Lender may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing and enforcement of the Loans in the manner and at such times as the Successor Servicer and Lender shall reasonably request. The Servicer shall be responsible for all expenses incurred in transferring the records and servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests.

(c) Upon its appointment, the Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions and collection of any payments under this Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Servicing Agreement to Servicer shall be deemed to refer to the Successor Servicer, other than the right of Servicer to receive the amounts provided for in Section 4.02(d).

(d) From and after the termination of the servicing by Servicer, the Servicing Fee due to Servicer under Section 3.01(a) shall be reduced by the commercially reasonable servicing fee in accordance with Section 4.02(b) paid by Lender to the Successor Servicer, but (i) the remainder of the Servicing Fee, (ii) the Performance Fee, and (iii) the balance of the [*****] shall be paid to Servicer as contemplated by Article III. In the event that Lender serves as a Successor Servicer, the Servicing Fee due to Servicer under Article III shall be reduced by the reasonable amount that Lender would have had to pay to an independent Successor Servicer in an arms’ length transaction.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of Servicer . Servicer represents and warrants to Lender as follows:

(b) Servicer has all necessary company power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Servicer of the transactions contemplated hereby have been duly authorized by all necessary company action on the part of Servicer, and this Servicing Agreement has been duly executed and delivered by Servicer and constitutes the valid and binding obligation of Servicer, enforceable against Servicer in accordance with its terms (except as such enforcement may be limited by bankruptcy and other laws affecting the rights of creditors generally and by general equity principles).

(c) All of the representations and warranties made by Servicer under Section 4.01 of the Loan Origination Agreement are hereby incorporated by reference and restated as representations and warranties made as of the date hereof.

Section 5.02 Representations and Warranties of Lender . Lender represents and warrants to Servicer as follows:

(a) Lender is a state-chartered, FDIC-insured bank duly organized, validly existing and in good standing under the laws of the State of Ohio.

(b) Lender has all necessary corporate power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Lender of the transactions contemplated hereby have been duly authorized by all corporate action of Lender, and this Servicing Agreement has been duly executed and delivered by Lender and constitutes the valid and binding obligation of Lender, enforceable against Lender in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other laws relating to or affecting creditors’ rights generally and by general equity principles).

(c) All of the representations and warranties made by Lender under Sections 4.02 of the Loan Origination Agreement are hereby incorporated by reference and restated as representations and warranties under this Servicing Agreement.

ARTICLE VI

TERM AND TERMINATION

Section 6.01 Term . This Servicing Agreement shall begin on the Effective Date and end on the date that all Loans funded by Lender under the Loan Origination Agreement have been repaid. For the avoidance of doubt, Lender shall have the right to terminate Servicer’s Servicing under this Servicing Agreement as follows:

(a) under the circumstances set forth in Article IV;

(b) immediately, as a result of any Governmental Requirement or as a result of any significantly increased burden on Lender (relative to other similar lending programs by Lender) to Satisfy a Government Requirement; or

provided, that, for the avoidance of doubt, Service shall remain entitled to receive the amounts set forth in Section 4.02(d)(i), (ii) and (iii).

In the event of any termination pursuant to (b) or (c) above, Servicer and Lender shall comply with the provisions of Section 4.02 for the appointment and transition of a Successor Servicer, except that in such events, Lender will pay the reasonable cost and expenses associated with the transfer of records and Service Transfer to the Successor Servicer.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Servicing Agreement may not be modified or amended except by a writing executed by both Parties hereto.

If to Servicer:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: President

With copy to:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: General Counsel

If to Lender:	Fifth Third Bank
	38 Fountain Square Plaza, MD 1090G7
	Cincinnati, Ohio 45263
	Attention: Mark Erhardt

	Cc:
	Vanessa Indriolo Vreeland
	38 Fountain Square Plaza, MD 10904F
	Cincinnati, Ohio 45263

	Cc:
	Anthony Sperelakis
	5050 Kingsley Dr.
	Cincinnati, Ohio 45227

	Sara Willingham
	38 Fountain Square Plaza
	Cincinnati, Ohio 45263

Either Party shall have the right to change its notice address to another address within the continental United States of America upon providing notice to the other Party.

Section 7.05 Assignment . This Servicing Agreement is binding upon the Parties and their successors and assigns. Either Party may assign this Servicing Agreement or delegate part or all of its rights or obligations hereunder to a financially responsible Affiliate. In addition, Lender may sell, assign, convey or grant a security interest in all or part of the Loans made by it to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Servicing Agreement, and either Party may assign its interest hereunder as part of the sale of all or substantially all of its assets or business.

Otherwise, neither Party can assign this Servicing Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person, without such prior written consent shall be void.

Section 7.06 Further Assurances . Servicer and Lender agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party more fully to effect the purposes of this Servicing Agreement, including, without limitation, the authorization or execution of any financing statements or amendments thereto or equivalent documents relating to the Loans for filing under the provisions of the UCC or other law of any applicable jurisdiction and to provide prompt notification to the other Party of any change in the name or the type or jurisdiction of organization of such Party.

Section 7.09 Binding; Third-Party Beneficiaries . This Servicing Agreement will inure to the benefit of and is binding upon the Parties hereto and their respective successors and permitted assigns. There are no intended third-party beneficiaries of this Servicing Agreement.

Section 7.10 Merger and Integration . Except as specifically stated otherwise herein, this Servicing Agreement and the schedules hereto set forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Servicing Agreement.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Servicing Agreement shall remain operative and in full force and effect and shall survive until the termination of this Servicing Agreement. In addition, t he termination or expiration of this Servicing Agreement shall not affect the rights of either Party to recover for breaches occurring prior thereto or with respect to provisions of this Servicing Agreement that by their terms continue after termination.

Section 7.13 Damages . Subject to Section 7.15, each Party shall be entitled to all monetary and equitable relief awarded to them by an arbitrator or, if applicable, a court, for a

breach by the other Party of its representations, warranties, covenants or other agreements contained in this Servicing Agreement.

Section 7.14 Indemnification . To the fullest extent permitted by law, each Party hereby agrees to indemnify, defend and hold harmless the other Party, its Affiliates, officers, directors, managers, employees and agents (collectively, the “ indemnified parties ”) from and against any and all losses, liabilities, claims, demands, damages, penalties, fines costs and expenses (including actual, reasonable attorneys’ fees and disbursements) of every, kind, nature and description (collectively, “ Damages ”) sustained or incurred by the indemnified parties, or any of them, that arise out of or relate to: (i) any material breach by the indemnifying party of any representation, warranty covenant or agreement contained in this Servicing Agreement; or (ii) the gross negligence, willful misconduct or bad faith by the indemnifying party, its agents or subcontractors in connection with this Servicing Agreement or the transactions contemplated herein. Without limiting the foregoing, Servicer hereby agrees to indemnify, defend and hold harmless Lender and its indemnified parties from and against any Damages that arise out of or relate to the failure of Servicer, its agents or subcontractors to obtain and maintain any licenses or permits required by any Governmental Authority pursuant to any Governmental Requirements to be obtained or maintained by Servicer, its agents or subcontractors in connection with the performance of the services contemplated by this Agreement.

Section 7.15 Types of Damages . Notwithstanding the foregoing, or any breach of contract or other remedies provided for under applicable Law, in no event shall either Party, or any of their respective Affiliates, officers, directors, managers, employees, or agents be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder, except insofar as (a) the Performance Fee and Servicing Fee may be deemed to embody these types of damages, or (b) such damages have been determined by a court of competent jurisdiction to be owed to an unrelated third party.

Section 7.16 Arbitration; Jury Trial . If there shall be any dispute arising out of or in any way relating to this Servicing Agreement, the contemplated transactions, any document referred to or incorporated herein by reference or centrally related to the subject matter hereof, or the subject matter of any of the same, the Parties covenant and agree as follows:

(a) The Parties shall first use their reasonable best efforts to resolve such dispute among themselves, with or without mediation.

7.16, the Parties agree that all subsequent actions or proceedings arising in connection with or related to this Servicing Agreement, including the enforcement of any arbitration award or decision hereunder, shall be tried and determined only in the state or federal courts located in Atlanta, Georgia. Each Party acknowledges that it has voluntarily and knowingly entered into an agreement to arbitration under this Section 7.16 by executing this Servicing Agreement. The Parties agree to abide by and perform any award or decision rendered by the arbitrators. The Parties covenant and agree to act as expeditiously as practicable in order to resolve all disputes by arbitration. Notwithstanding anything in this Section 7.16 to the contrary, no Party shall be precluded from seeking court action if the action sought is either injunctive action, a restraining order or other equitable relief.

(c) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF THIS SERVICING AGREEMENT. Each Party acknowledges that it has been represented by legal counsel of its own choosing and has been advised of the intent, scope and effect of this Section 7.16 and has voluntarily entered into this Servicing Agreement and this Section 7.16.

Section 7.17 Confidential Information . Each Party agrees to maintain the confidentiality of the Confidential Information that it receives from the other party, provided that nothing herein shall limit the ability of a Party to disclose such information to a subsidiary, parent, investor, or subcontractor, provided such recipient is subject to the foregoing confidentiality obligation. In additional, notwithstanding the foregoing, Lender shall at all times be entitled to disclose Confidential Information to Governmental Authorities, Servicer shall at all times be entitled to disclose aggregated performance data and other information that does not by its nature identify an individual Borrower or identify groups of Loans as funded by Lender, and both Parties shall be entitled to disclose Confidential Information to their auditors, attorneys and other professionals who are under a general duty of confidentiality.

[Remainder of the page intentionally left blank, Signature Page follows]

IN WITNESS WHEREOF, Servicer and Lender have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	FIFTH THIRD BANK

	By:	/s/ Ben Hoffman
	Name:	Ben Hoffman
	Title:	SVP

	By:	/s/ Tom Carpenter
	Name:	Tom Carpenter
	Title:	VP

Exhibit 10.17

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

AMENDED AND RESTATED

CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (“Agreement”) is made and entered into as of the 15th day of October, 2012 (“Effective Date”), by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“Greensky”), and Comdata Network, Inc., a Maryland corporation (“Comdata”).

RECITALS:

Comdata is currently registered as a Member Service Provider with MasterCard International, has an arrangement with Regions Bank to issue MasterCard cards on its behalf, and operates MasterCard card programs.

Greensky is a lender to, among other persons, certain customers of home improvement retailers and wholesale clubs.

Comdata and Greensky previously executed a Co-Branded MasterCard Card Program Agreement in 2006, and a Co-Branded MasterCard Card Program Agreement dated February 16, 2011 (the “Previous Agreements”) pursuant to which, Greensky offers co-branded MasterCard card programs as described on Exhibit A (the “Existing Programs”).

Comdata and Greensky desire to expand the Existing Programs to include the “Greensky Home Improvement Finance Program” and other approved programs.

The Parties desire to amend and restate the Previous Agreements to incorporate certain changes in the operation of the Existing Programs and to include new programs.

IN CONSIDERATION of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Greensky and Comdata agree as follows:

AGREEMENT :

Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 1.

(a)

“ Agreement ” means this Amended and Restated Co-branded MasterCard Card Program Agreement, together with all exhibits, schedules and attachments, as the same may be amended, modified or supplemented from time to time during the Term.

(b)

“Available Spend” means the credit balance available on a Customer’s account based on the credit limit underwritten by Greensky for each Customer account and communicated in writing to Comdata by Greensky.

(c)

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday and on which banking institutions in the city of Nashville, Tennessee are open for business.

(d)

“ Card ” means the co-branded MasterCard card more particularly described in Section 2(b) and also includes the Initial Bar Code described in Section 2(c).

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

(e)

“ Comdata ” means Comdata Network, Inc., a Maryland corporation.

(f)

“ Customer ” or “ Cardholder ” means a U.S. based customer of Greensky or Program Sponsor that has signed up for the Program.

(g)

“Funding Bank” means a bank or other financial institution that has an obligation to fund a portion of the Program on behalf of Greensky pursuant to an loan origination agreement or similar agreement with Greensky.

(h)

“ Greensky ” means Greensky Trade Credit, LLC, a Georgia limited liability company.

(i)

“ International Transaction ” means a Transaction that involves a merchant located outside of the United States of America or not in US Dollars.

(j)

“ Issuing Bank ” means the MasterCard member that issues the Cards for the Program. Initially, the Issuing Bank will be Regions Bank, an Alabama state bank.

(k)

“ MasterCard ” means MasterCard International.

(l)

“ Party ” means either Comdata or Greensky, as the case may be, and “ Parties ” means Comdata and Greensky collectively.

(m)

“ Program ” means a co-branded MasterCard card program as more particularly described in Section 2 of this Agreement.

(n)

“ Program Sponsor ” means a retail or wholesale club or other vender that will be the point of origination for the Greensky home improvement or other loans, subject to the approval of Comdata, MasterCard and the Issuing Bank.

(o)

“ Term ” has the meaning assigned in Section 4 of this Agreement.

(p)

“ Transaction ” means utilization of a Card (or Card numbers) to purchase goods or services.

The Program .

(a)

General . The Program is a co-branded MasterCard card that will be offered by Greensky to prospective Customers who will use the Card to access their loan proceeds for purchases at Program Sponsor locations, at merchants or service providers associated with a Program Sponsor or at other locations where MasterCard is accepted, as determined for the specific Program. The Program is subject to approval by MasterCard and must be operated at all times in accordance with MasterCard rules, as the same may change from time to time during the Term. Comdata will be responsible for MasterCard compliance and may, with notice to Greensky, alter the Program as necessary to remain in compliance and/or may terminate this Agreement effective on thirty (30) days written notice (unless a shorter notice period is required by MasterCard) if MasterCard does not approve, or revokes its approval of, the Program, or if the Program otherwise is out of compliance and cannot feasibly be made to comply with MasterCard rules. Greensky will be required to sign an application for the Program to be submitted to MasterCard for approval. Greensky is required to submit all card designs, marketing materials and other collateral regarding the Program to Comdata for conformance with

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MasterCard rules and prior approval by Issuing Bank and MasterCard. Without limiting the foregoing, Greensky acknowledges that each Program Sponsor, and each Program is subject to the approval of Comdata, MasterCard and the Issuing Bank.

Greensky acknowledges and agrees that (i) Comdata is not in the business of providing consumer credit, and (ii) to the extent Cards are issued to consumers, Greensky assumes sole responsibility and liability for compliance with all applicable federal, state and local laws, rules or regulations relating to consumer financing activities or the use of the Cards in connection with such consumer financing activities, including, without limitation, all disclosure requirements. Greensky shall indemnify and hold harmless Comdata, MasterCard and Issuing Bank from any and all claims, liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of or in connection with the issuance of any Cards to an individual consumer, or the extension of consumer credit in connection with the Program.

(b)

Co-branded Card . The Card will be a co-branded MasterCard card, bearing both the MasterCard brand and the logo or design of the applicable Program Sponsor, subject to MasterCard approval. Greensky, in conjunction with the applicable Program Sponsor, shall be responsible for choosing its artwork and graphic design for the Cards and for obtaining any permission as necessary to utilize such artwork and graphics. All Cards will be issued by Issuing Bank. Greensky and the Program Sponsor will be required to sign an Affinity Agreement with the Issuing Bank, which includes a license of trademarks and trade names for the Program. All Cards shall remain the property of Issuing Bank. For some Program Sponsors, an actual plastic Card may not be issued, but instead the Customer will utilize the Initial Bar Code described below to access his or her loan proceeds.

(c)

Card Issuance . Prospective Customers may apply for their Greensky loan through a Program Sponsor service desk and when the Customer is approved for a loan by Greensky, Greensky will issue a printed bar code and account number (“Initial Bar Code”) that may be used to access the Customer’s loan proceeds. For some Program Sponsors, Comdata will mail personalized Cards to the Customers within ten (10) business days of issuance of the Initial Bar Code, but for other Program Sponsors, the Customer will continue to use the Initial Bar Code to access his or her loans.

(d)

Card Acceptance . Card acceptance may be restricted to merchant category codes related to the home improvement industry, wholesale clubs or others to be agreed upon from time-to-time by Greensky and Comdata, subject to below floor limit Transactions and merchant identification changes. For certain Program Sponsors, such as The Home Depot, the Cards may be restricted to certain Program Sponsor locations designated by Greensky. All Transactions will be authorized and settled through the MasterCard network. Greensky understands that the restricted card acceptance is based on the merchant category codes, or the merchant identification code, marketer ID and acquirer ID set by the MasterCard network, and that these codes could be changed without prior notice to Comdata. Also, under MasterCard rules Transactions below the merchant’s floor limit may be processed manually rather than electronically, and accordingly will be approved regardless of the merchant identification. International transactions will be blocked.

(e)

Program Responsibilities . Each Party is responsible for certain aspects of the Program as follows:

(i)

Greensky’s responsibilities . Greensky shall be responsible for the following:

(1)

All marketing activities for the Program;

(2)

Approval and credit underwriting of all Customers for the Program;

(3)

Compliance with all federal, state and local laws and regulations, including, without limitation, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting

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Act, the federal Truth in Lending Act, the federal Bank Secrecy Act and USA Patriot Act/OFAC and any regulations promulgated to implement such laws;

(4)

Communications to Comdata of new Customers for the Program, including transmission of account set up information;

(5)

Payment to Comdata for all Transactions on all Customer accounts along with Customer account level payment application detail, as more particularly described in Section 3 below;

(6)

Invoicing Customers and collection from Customers for all Transactions on all Customer accounts; and

(7)

Customer service relating to invoicing and payment issues.

(ii)

Comdata’s Responsibilities . Comdata shall be responsible for the following:

(1)

Account set-up for Greensky and each Customer as more particularly described in Section 3 below;

(2)

All costs associated with Card production for permanent Cards, including but not limited to plastic, design, hotstamping and production;

(3)

Transaction processing, both authorization and settlement per Greensky’s pre-defined parameters, which will be agreed to in writing by both parties;

(4)

Provide Greensky a daily transaction data file;

(5)

Customer service relating to Card usage issues, including Transaction authorizations and declines;

(6)

Standard reporting to Greensky; and

(7)

The authorization of charges that do not exceed the Available Spend for any Customer account as reported to Comdata by Greensky.

(g)

Personnel . Comdata will assign a designated Implementation Project Manager to assist with the Program implementation, and a Customer Relations Representative who will have responsibility for ongoing Program functions.

Accounts and Payment Terms .

(a)

Accounts . Comdata will establish a corporate account for Greensky and will designate a separate account code and one or more customer identifications for each Customer, which will be tied to Greensky’s corporate account. Greensky understands and agrees that the accounts and Card(s) may only be used for valid and lawful purposes and limited to use for the specific approved Program. If Greensky uses, or allows Customers to use, the Card(s) or accounts for any other purpose, then Greensky shall be responsible for such use and may be required to reimburse Comdata, the Issuing Bank, and MasterCard for all amounts or expenses either Comdata, the Issuing Bank or MasterCard pays as a result of such use. Comdata recognizes that Greensky has business relationships with the Customers and Cardholders. Greensky has every right to market to the Customers and Cardholders without any approval or consent of Comdata. Furthermore, Comdata promises to not market any products or services to clients or accounts associated with Greensky accounts, Customers or Cardholders. Nothing contained herein shall prohibit Comdata from marketing or providing any products or services to Program Sponsors.

(b)

Credit Limit . Comdata will establish an overall credit limit for the corporate account based on Comdata’s credit review of Greensky and the various Funding Banks and will set credit limits for each Customer account based on instructions from Greensky. Greensky will ensure that the total of all Customer account credit limits will not exceed the overall corporate account credit limit. Comdata shall have the right to periodically review and adjust the credit limit on the corporate account as

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Comdata deems necessary. Greensky will be required to provide security in the form of a letter of credit or cash deposit in the amount determined by Comdata, which initially will be based on the projected transaction volume and subsequently on the actual usage. Greensky shall not allow the unpaid balance, including fees and other charges, to exceed the credit limit. If the credit limit is exceeded, then Comdata may request immediate payment, suspend service and charge additional service fees.

(c)

Account Payments . On a daily basis, Greensky will wire funds to Comdata’s designated account in an amount equal to all Transactions authorized in the previous 24 hours (or longer period for the day after a non-Business Day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed authorized Transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing for such Transactions from the Customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in such Receivables to a third party. Greensky will reimburse Comdata for the costs of welcome kits to Customers and for the costs of producing any customized media inserts included in the welcome kits. Comdata will invoice Greensky separately for such Card related costs and expenses. Late payments of amounts owed to Comdata are subject to late fees in the maximum amount allowed by law.

(d)

Incentive Payments . Comdata shall provide a monthly rebate to Greensky by the 15 ^th of each month in an amount equal to the aggregate net MasterCard merchant interchange, less the first [*****] basis points, on the total amount of Card transactions on all Customer accounts. The rebate is calculated each month based on the previous month’s transactions, net of any charge backs or credit losses. Greensky acknowledges and agrees that it is required to pay Comdata within 24 hours and will be responsible for Comdata’s cost of capital (cash) if it fails to do so in an amount equal to [*****] basis points of the total spend amount per day that the payment is delayed.

(e)

Security . From time to time Comdata may request Greensky to provide security for the performance when due of Greensky’s obligations hereunder. Greensky agrees to provide Comdata with such security, which shall be in the amount and form as required by Comdata in its reasonable discretion. The Account will not be available to Greensky until such security is accepted by Comdata in its sole discretion. In addition to any other security requested by Comdata, Greensky agrees to provide the personal guaranty of David Zalik. Comdata shall return any excess security from time-to-time and shall return all remaining security when all Programs are no longer active and all amounts owing on any accounts have been indefeasibly paid.

(f)

[*****]

(g)

[*****]

Term . The initial Term shall commence on the Effective Date and shall continue until the third (3 ^rd ) anniversary of such date. Thereafter, this Agreement shall automatically renew for successive one (1) year Terms unless either Party gives written notice of non-renewal to the other Party of not less than one-hundred and eighty (180) days prior to the expiration of the then existing Term. Either party shall give written notice of not less than one-hundred eighty (180) days should it elect to terminate prior to the end of the Term.

Default and Remedies . In the event of either party’s default under this Agreement, including, without limitation, failure to comply with the credit limit and payment terms provisions hereof, the other party shall have the right to immediately suspend the accounts until such breach is cured. In the

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event any such breach or default is not cured within a reasonable period of time, then the party not in default may thereafter terminate this Agreement. Greensky acknowledges and agrees that any default by Greensky called by a Funding Bank under any loan origination agreement or other agreement with the Funding Banks shall be a material default under this Agreement. Greensky agrees to notify Comdata promptly of any such default called by a Funding Bank. Additionally, Greensky agrees to notify Comdata within 24 hours of receiving notice that a Funding Bank intends to no longer participate and fund under the Program. Greensky’s obligation to pay for all outstanding amounts on the accounts incurred before the effective date of termination shall survive termination.

Customer Verification . Greensky shall be responsible for verifying the identity of each Customer and for assuring that each Customer is not using the Cards for funding any illegal activities or financing terrorist activities. Accordingly, Greensky represents and warrants that it has developed, implemented and will maintain an effective Anti-Money Laundering and OFAC compliance program, including written policies and procedures and internal controls designed to verify the identity of each Customer and to monitor for any suspicious activity. If Greensky identifies suspicious activity or receives a match against the OFAC list, then it will promptly report such incident to Comdata’s BSA Compliance Officer. Recordkeeping efforts regarding Greensky’s customer identification program should align with the Comdata AML-OFAC Compliance Manual and records should be retained for a period of five years.

Further, Greensky represents and warrants that it has developed and implemented written policies and procedures as required by Section 114 of the Fair and Accurate Credit Transactions Act of 2003 to detect, prevent, and mitigate the risk of identity theft in connection with the Program and that these policies and procedures are reviewed periodically and updated as necessary. Greensky further represents and warrants that a component of its identify theft prevention program is to identify red flags indicative of possible identity theft. If Greensky identifies an incident of identity theft, it will promptly report such incident to Comdata and take all other appropriate steps to prevent or mitigate identity theft.

Greensky will provide Comdata copies of its Anti-Money Laundering and OFAC compliance program and Identity Theft Prevention program documents upon request.

Compliance with Laws . Greensky represents, warrants, covenants and agrees that all actions it takes under this Agreement will comply in all material respects with applicable local, state and federal laws and regulations in effect from time to time, including, but not limited to, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Truth in Lending Act, the federal Bank Secrecy Act and USA Patriot Act/OFAC and any regulations promulgated to implement such laws. Comdata and its internal and external auditors and the government agencies that regulate it, will have the right to initiate periodic audits of Greensky to ensure compliance with laws, at least once each calendar year upon at least ten (10) days prior notice. Any such audit will be at Comdata’s expense and will be conducted during reasonable business hours in such a manner that does not unduly disrupt normal business operations. If any such audit results in Greensky being notified that it is not in compliance with any applicable law or regulation, then Greensky will, at its expense, promptly take any and all actions necessary to cause compliance with such law or regulation. The rights and obligations in this Section shall survive the termination or expiration of this Agreement.

Confidentiality and Data Security . Each Party agrees and covenants that it shall not, during term of the Agreement or at any time after the termination or expiration hereof, use or disclose to any third party, other than during the proper performance of its duties, the confidential and proprietary

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information of the other Party, including, but not limited to technical information, such as file record layouts, and any of the procedures, practices or confidential dealings of Comdata or Issuing Bank. Greensky acknowledges and agrees that transaction information, including, without limitation, Card numbers and data gathered at the point of sale, is confidential, and Greensky is entitled to use this information only for cardholder reporting and invoicing and for no other purposes without Comdata’s prior written consent.. The provisions of this Section shall not apply to disclosures required by law.

Pursuant to Section 3(c), Comdata will transmit electronic cardholder data to Greensky for Greensky to provide reports and invoices to Cardholders. Greensky shall be responsible for the security of Cardholder data in its possession and control. Greensky will take commercially reasonable security precautions to safeguard such data and to prevent unauthorized third parties from accessing, modifying or altering such data. Greensky will promptly notify Comdata of any security breach that could affect the integrity, confidentiality, or accuracy of the Cardholder data and shall comply with all applicable law regarding such breach. Although it is not anticipated that Comdata will provide full, unmasked Card numbers to Greensky, to the extent it does receive, store or transmit full, unmasked Card numbers, Greensky agrees to comply and maintain such compliance during the term of the Program with the most current version of the Payment Card Industry Data Security Standard (PCI-DSS), as maintained by the PCI Standards Council. To the extent it receives, stores or transmits full, unmasked Card numbers, Greensky will furnish Comdata annually, or upon Comdata’s written request, with validation, satisfactory to Comdata in its reasonable discretion, of compliance with the PCI-DSS compliance standard.

Lost or Stolen Cards . Greensky agrees to notify Comdata immediately of any loss, theft or unauthorized use of any Card or account. Greensky understands that it is liable for unauthorized use of the Cards and accounts, provided however, that Greensky will not be liable for unauthorized charges that occur after it notifies Comdata of the loss, theft or possible unauthorized use.

10.

Liability of Acts of Greensky, Customers, Employees and Agents . Greensky agrees to indemnify and hold harmless Comdata from any and all liability resulting from the breach of this Agreement by Greensky, or the acts of any employees or agents of Greensky, Home Depot or any Customers, which acts shall include but are not limited to negligent acts of such persons. Comdata agrees to indemnify and hold harmless Greensky from any and all liability resulting from Comdata’s breach of this Agreement.

11.

Limitation of Liability . Comdata shall not be liable for any loss or damages sustained by Greensky or its Customers as a result of delay in servicing a transaction request, delay resulting from equipment failure or transmission failure, act of god or any other cause not within the reasonable control of Comdata. IN NO EVENT SHALL COMDATA BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMDATA WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMDATA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.

Relationship Of The Parties . The Parties are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. Except to the extent expressly provided in this Agreement, neither Party has, and neither Party shall attempt to assert, the authority to make commitments for or to bind the other Party to any obligation.

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13.

Notices . All written notices required to be given by this Agreement shall be deemed to be duly given if delivered personally or sent by U.S. mail, facsimile or overnight courier to Comdata, 5301 Maryland Way, Brentwood, TN 37027, attn: General Counsel, or to Greensky, 1797 Northeast Expressway, Suite 100, Atlanta, GA 30329, attn: President.

14.

No Subcontractors . Greensky will not assign or subcontract any of its obligations under this Agreement to any third party without the express written consent of Comdata.

15.

Effect on Previous Agreement . This Agreement amends and restates the Previous Agreements and supersedes the Previous Agreements in their entirety, and the Previous Agreements shall no longer be in effect.

16.

Miscellaneous . This Agreement shall be governed by the laws of the State of Tennessee, without regard to the choice of law rules of such state. In the event that Comdata engages the services of a collection agency or attorney to collect payment, then Greensky agrees to pay all such costs, fees and expenses of such agency or attorney, including without limitation, court costs and out-of-pocket expenses. Failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or times be deemed a subsequent waiver or relinquishment of such right or power. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. In case one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. This Agreement, together with the exhibits hereto which are incorporated herein by reference, constitutes the entire agreement of the parties relating to this subject matter and supercedes all prior or contemporaneous agreements and understandings regarding the subject matter hereof, whether written or verbal. Except as expressly set forth herein, this Agreement may only be modified by a writing signed by both parties. This Agreement shall be binding on the parties and their respective successors and assigns. Notwithstanding the foregoing, this Agreement may not be assigned, in whole or in part, by Greensky without the prior written consent of Comdata. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF , the parties have entered into this Agreement as of the Effective Date.

COMDATA NETWORK, INC.		GREENSKY TRADE CREDIT, LLC

BY:	/s/ Robert Skiba [sic]	BY:	/s/ David Zalik

TITLE: EVP		TITLE: CEO

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Exhibit A

Existing Programs

The Greensky MasterCard Program—Greensky offers retailers and distributors a line of credit to purchase inventory at market using the Greensky MasterCard Program.

The Benjamin Moore Program

The Home Depot Program—Greensky offers customers of The Home Depot a co-branded MasterCard card program to allow such customers to use their loan proceeds from Greensky to purchase materials and services at Home Depot using the co-branded MasterCard card

The Greensky Home Improvement Program—Greensky offers customers a co-branded MasterCard card program to allow such customers to use their loan proceeds from Greensky to purchase home improvement materials from various retailers using the co-branded MasterCard card.

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AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of December 30 , 2013, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012 (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

IN CONSIDERATION of the mutual promises contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Greensky and Comdata agree to amend the Agreement as follows:

1. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Greensky or its bank partners will wire funds to Comdata’s designated account in an amount necessary to ensure that Comdata has received cash equal to all Transactions settled through the MasterCard network the previous business day (or longer period for the day after a non-business day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed settled transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing for such transactions for the customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in such Receivables to a third party. Greensky will reimburse Comdata for the costs of welcome kits to Customers and for the costs of producing any customized media inserts included in the welcome kits. Comdata will invoice Greensky separately for such Card related costs and expenses. Late payments of amounts owed to Comdata are subject to late fees in the maximum allowed by law.”

2. Section 3(f)(A) of the Agreement is hereby deleted in its entirety and replaced with the following:

[*****]

3. Section 3(0(B) of the Agreement is hereby deleted in its entirety and replaced with the following:

[*****]

4. Section 3(f)(D)(iv) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Within 10 days from month-end, Greensky shall deliver to Comdata a report that identifies all Funding Banks under its Programs, the amount of their commitment, current balance, daily authorizations, total

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amount funded, and the remaining availability. Comdata agrees to use the financial information received from Greensky hereunder solely in connection with its performance under this Agreement and not to disclose any non-public information of Greensky to any third party (other than as may be required to be disclosed to the Issuing Bank) without the consent of the Customer.”

5. A new subsection (v) is hereby added to the end of Section 3(0(D) as follows:

“(v) Within 10 days from month-end, Greensky will provide a listing of loan originations for its top 10 Program Sponsors. The listing should include the amounts owed as well as the percentage to the total of all originations for the same time period across all Program Sponsors. Program Sponsors’ names can be masked based on Greensky’s desire to do so. Comdata reserves the right to request additional information about any Program Sponsor representing more than 10% of Greensky’s loan originations.”

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.

IN WITNESS WHEREOF, the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY: /s/ Lisa Peerman		BY: /s/ David Zalik
TITLE: General Counsel		TITLE: CEO

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SECOND AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of May 1, 2014, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012, as previously amended (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

4. Term and Termination .

(a) Term . The initial Term shall commence on the Effective Date and shall continue until April 30, 2017. Thereafter, this Agreement shall automatically renew for successive one (1) year Terms unless either Party gives written notice of non-renewal to the other Party of not less than two hundred and seventy (270) days prior to the expiration of the then existing Term.

(b) Termination.

(i) This Agreement may be terminated upon advance written notice in the event that (1) either party becomes insolvent, (2) Issuing Bank ceases to be a MasterCard Member or Card issuer and no successor is appointed, or the term of the Agreement between Comdata and Issuing Bank pertaining to the issuance of Cards expires or terminates or expires and is not replaced, (3) Issuing Bank fails to approve or revokes its approval of the Program or otherwise prohibits the Program or this Agreement, or (4) as set forth in Section 2(a). Comdata will use commercially reasonable efforts to identify the specific reasons for a potential termination under (3) or (4), will communicate such reasons to Greensky, and will cooperate to modify or alter the Program so as to avoid termination.

(ii) Comdata may terminate this Agreement upon advance written notice to Company: (1) in the event of a change in Applicable Law or the interpretation or enforcement thereof that would cause Comdata, in its reasonable discretion, to be out of compliance and Comdata reasonably determines that the Program cannot be altered or modified to become compliant; or (2) upon repeated violations by Company of the Compliance and Information Security Addendum and/or the Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum as determined by Comdata in its reasonable discretion.

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(iii) Either party may terminate this Agreement in the event of a default in accordance with Section 5.

(c) Effect of Termination . In the event of non-renewal or termination of this Agreement other than a termination by Comdata under subsection b(ii)(2) or (b)(iii) above, Comdata will use commercially reasonable efforts to assist Greensky in transitioning the Program to another provider to avoid disrupting Greensky’s operations and the Program.

2. Section 3(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

(d) Incentive Payments . From the Effective Date through December 31, 2014, Comdata shall provide a monthly incentive payment to Greensky by the 15 ^th of the month in an amount equal to the aggregate net MasterCard merchant interchange, less the “Comdata Keep” basis point amount set forth in the table below based on the monthly Transaction volume.

	Monthly Spend	Comdata Keep
Tier 1	First $[*****]	[*****] basis points
Tier 2	$[***] to $[***]	[*****] basis points
Tier 3	Over $[*****]	[*****] basis points

After December 31, 2014 and through the remainder of the initial term, Comdata shall provide a monthly incentive payment to Greensky by the 15 ^th of the month in an amount equal to the aggregate net MasterCard merchant interchange less [*****] basis points.

The incentive is calculated each month on the previous month’s Transactions net of any Transactions charged back or credit losses Comdata suffers as a result of Greensky or its bank partner not providing funding for the Transaction and net of any Transactions processed outside the MasterCard network (“on us” or Comdata Network transactions).

3. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

(c) Account Payments . Greensky or its bank partners will wire funds to Comdata’s designated account in an amount necessary to ensure that Comdata has received cash equal to all Transactions settled through the MasterCard network identified in the settlement file provided to Greensky on the previous business day (or longer period for the day after a non-business day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed settled Transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing such transactions for the customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in, or sell or assign, such Receivables to a third party. In addition, Greensky or its bank partners will calculate the “amount of one day of expected daily funding” and make a security deposit to Comdata’s designated account in the “amount of one day of expected daily funding”. The “amount of one day of expected daily funding” will be the average of the prior month daily settlement calculated as the prior month’s total settled transaction volume divided by twenty-six (26). The initial security deposit shall be made within five (5) days from execution of this Amendment. The calculation shall be updated each month by Greensky, and the deposit will be

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adjusted accordingly by no later than the 5th Business Day of each month. Except for Existing Programs and the Consumer Direct Program, Greensky and Comdata will negotiate in good faith regarding the costs for any Cards, welcome kits and shipping costs for additional programs added subsequent of the effective date of this Agreement. Late payments of amounts owed to Comdata are subject to late fees in the maximum amount allowed by law.

4. Section 2 of the Agreement is hereby amended by adding new subsection (h) at the end of such section to read as follows:

(h) Volume Commitment and Incentive Payments .

Greensky commits to a minimum annual volume of $[*****] in Card Transactions processed through the MasterCard network for all programs operated under the terms of the Agreement (“ Volume Commitment ”). OR $[*****] in aggregate through the current term of the agreement, whichever amount is reached first, at any time between May 1, 2014 and April 30, 2017. During the initial and any renewal Term, Greensky agrees that it shall use the Program exclusively and not use any other third party payment card network or other Member Service Provider in connection with Customers accessing loan proceeds in connection with the Existing Programs.

5. In consideration for the Volume Commitment described above, Comdata will pay to Greensky a signing bonus of $[*****] payable within five (5) days of the execution of this Amendment by Greensky. In the event that Greensky does not fulfill the Volume Commitment, Comdata’s sole remedies shall be:

(a) for Comdata to require Greensky to repay the signing bonus to Comdata on demand as follows:

	1)	if Volume for the period between May 1, 2014 and December 31, 2014 is not greater than or equal to $[***], GreenSky shall repay [***]% of the signing bonus;
	2)	if Volume for the period between January 1, 2015 and December 31, 2015 is not greater than or equal to $[***], GreenSky shall repay [***]% of the signing bonus;
	3)	if Volume for the period between January 1, 2016 and December 31, 2016 is not greater than or equal to $[***], GreenSky shall repay [***]% of the signing bonus; and
	4)	if Volume for the period between January 1, 2017 and April 30, 2017 is not greater than or equal to $[***], GreenSky shall repay [***]% of the signing bonus; and

(b) for Comdata to reset the monthly incentive payment to Greensky to an amount equal to the aggregate net MasterCard merchant interchange less [*****] basis points as follows:

	1)	if Volume for the period between May 1, 2014 and December 31, 2014 is not greater than or equal to $[***], GreenSky shall repay any difference between [***] bps of volume and the amount paid to Comdata during 2014;
	2)	if Volume for the period between January 1, 2015 and December 31, 2015 is not greater than or equal to $[***], GreenSky shall repay [***] bps of Volume in 2015;
	3)	if Volume for the period between January 1, 2016 and December 31, 2016 is not greater than or equal to $[***], GreenSky shall repay [***] bps of Volume in 2016;
	4)	if Volume for the period between January 1, 2017 and April 30, 2017 is not greater than or equal to $[***], GreenSky shall repay [***] bps of Volume in 2017.

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Notwithstanding the foregoing, if GreenSky achieves on a cumulative basis the goals for Volume provided for above, (i) Comdata shall return to GreenSky any signing bonus theretofore returned by GreenSky to Comdata as contemplated by clause (1) above, and (ii) Comdata shall pay GreenSky the additional [*****] bps of incentive payment on an ongoing and retroactive basis.

In addition to the Volume Commitment bonus, Comdata will pay to Greensky the amount of $[*****] representing a prior adjustment to Greensky’s incentive payments relating to the MasterCard [*****] basis point adjustment in interchange. In accepting this payment, Greensky waives any claims, whether known or unknown, regarding or relating to the sufficiency of prior incentive payments paid by Comdata under the Agreement.

6. As described in Section 3(c) of the Agreement, Greensky’s bank partners wire funds to Comdata’s designated account for payment. Greensky will make a good faith effort to ensure that its bank partners only wire funds to Comdata for the Programs and do not wire funds that otherwise are owed to Greensky. Comdata will cooperate with Greensky to provide reporting concerning the amount owed in an effort to assist Greensky in obtaining accurate funding from its bank partners.

7. The term “Existing Programs” shall be deemed to include all Programs for which, as of the date of this Amendment, Comdata has submitted a partner business case form to Issuing Bank or that are in effect as of the date of this Amendment.

8. 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.

IN WITNESS WHEREOF , the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY: /s/ Mark Schatz [sic]		BY: /s/ David Zalik
TITLE: EVP		TITLE: CEO

AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of January 1, 2015, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability Greensky (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012 (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 6 of the Agreement is hereby deleted in its entirety and replaced with the Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum attached hereto as Exhibit A .

2. Section 7 of the Agreement is hereby deleted in its entirety and replaced with the Compliance Addendum attached hereto as Exhibit B . To the extent that any provision of the Agreement, including, without limitation, Section 2, conflicts with the provisions of the Compliance Addendum (Exhibit B), the Compliance Addendum attached hereto shall control.

3. Section 8 of the Agreement is hereby amended by adding the following as a new third paragraph at the end of the section:

“Greensky will maintain and test annually a disaster recovery plan sufficient to ensure that if any individual facility, server or platform becomes inoperable or loses data, or another similar type of event occurs, Greensky will be able to continue performing its obligations under this Agreement. Greensky shall not be excused from performance in the event of a force majeure event which would have been prevented had a disaster recovery plan complying with this Subsection been implemented or tested as provided herein. Upon request, Greensky will provide a summary of the disaster recovery plan and annual testing results to Comdata.”

4. 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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IN WITNESS WHEREOF, the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY: Ralph [sic]		BY: /s/ Timothy Kaliban
TITLE: SVP, Comdata		TITLE: President

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EXHIBIT A

Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum

Identity Theft Program. Greensky shall implement and maintain policies and procedures as required by Section 114 of the FACT Act to detect, prevent and mitigate the risk of identity theft (the “Identity Theft Program”). The Identity Theft Program shall be reviewed and updated periodically, will contain provisions to identify red flags indicative of possible identity theft, and will ensure that Greensky takes other appropriate steps to mitigate identity theft. Greensky shall provide a copy of its Identity Theft Program to Comdata upon request.

AML Program. Greensky shall implement an anti-money laundering program and Office of Foreign Assets Control (OFAC) compliance program that complies with all Applicable Laws (the “AML Program”) which includes but is not limited to:

A Customer Identification Program

Customer Notice. Greensky is responsible for providing its Customers with a notice that generally describes the identification requirements, in accordance with 31 C.F.R. § 103.121(b)(5) or similarly applicable provision of the regulations and must be provided to a prospective Customer before an account is established.

Identifying Information. Greensky is responsible for collecting from each Customer identifying information regarding such Customer which shall, at a minimum, include:

Name

street address

For sole proprietorships, and individuals

date of birth; and

(for a U.S. person) taxpayer identification number or (for a non-U.S. person) taxpayer identification, passport number and country of issuance or any other government-issued identification number evidencing nationality or residence and bearing a photograph or similar safeguard

For limited liability forms of businesses

Date of organization or incorporation

Certificate of good standing

Employer Identification Number

NAICS classification

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Name of principal owner(s)

Names of members of Board of Directors (if applicable)

Verification. Greensky is responsible for verifying the identity of its Customers using a consistent process. Such process may use all or a portion of the Identifying Information listed above, and may utilize documentary or non-documentary methods. In the event that Greensky cannot form a reasonable belief that it knows the true identity of a customer, Greensky may not conduct business with such customer and shall provide reporting to the appropriate funding partner.

Bank Secrecy Act/AML Customer Risk Rating.

At or before the time a Customer relationship is established, Greensky must establish sufficient controls to ensure that all Customers are handled according to the risk represented by such Customers. Greensky currently subjects all Customers to the same level of scrutiny. GreenSky uses controls to mitigate the risk its Customers represent that may include but are not limited to: (a) screening all applications for possible fraud, (b) screening all applications for possible identity theft, (c) OFAC screening for all Customers during the application process, (d) transaction monitoring, (e) limited timeframes for use of a Card, and (f) restrictions on locations where a Card may be utilized. Upon request, Greensky will provide Comdata with information about its controls and will, in the event that Greensky materially changes or alters its controls, inform Comdata of such changes and the expected change to the risk profile of Greensky Customers.

Greensky shall provide mutually agreed upon reporting to Comdata regarding approvals of Customers.

Greensky shall provide documentation of its controls to Comdata and shall make any changes reasonably requested by Comdata or the Issuing Bank.

Unless agreed upon in writing by Comdata, Greensky shall not approve any Customer for participation in the Program where that Customer does not meet Greensky’s AML criteria. Greensky will certify on an annual basis that Greensky is complying with this requirement.

Suspicious Activity. Greensky shall monitor transactions for suspicious activity and report any suspicious activity to Comdata and provide additional information as may be reasonably requested by Comdata.

Certification. Greensky shall certify annually to Comdata that it has implemented its AML Program and is abiding by the procedures in the AML Program. Greensky shall provide a copy of its AML Program (including procedures) annually and upon request from Comdata. Greensky shall review and update its AML Program on an annual basis to ensure effectiveness.

Recordkeeping. Greensky’s AML Program shall include requirements for recordkeeping as required by Applicable Laws and the MasterCard Rules.

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OFAC.

Greensky shall not establish any Customer relationships, provide Cards to, or otherwise conduct business with, any individual or entity identified on OFAC’s Specially Designated Nationals and Blocked Persons (“SDN”) list.

Greensky shall provide for screening applicants against the SDN List prior to establishing a customer relationship. Greensky shall screen all Customers and Cardholders against the SDN list at a frequency mutually agreed upon with Comdata.

Greensky shall comply with all OFAC blocking, rejecting, and reporting requirements for any Customer(s) or, as applicable, Cardholder(s).

Greensky shall notify Comdata as soon as practicable, but in no event less than three (3) days of identifying or otherwise obtaining knowledge of a suspected actual match to OFAC’s SDN list. For purposes of this requirement, a “suspected actual match” is a match against the OFAC SDN list that has not been dispositioned as a “false positive” following a secondary review of preliminary screening.

Greensky will not employ or subcontract with any person who is a “Specially Designated National” as defined from time to time in OFAC regulations.

Greensky shall provide Comdata with reports detailing each new Customer in a format mutually agreed upon between Comdata and Greensky. Such reports shall be provided periodically, but no less frequently than monthly.

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EXHIBIT B

Compliance and Information Security Addendum

Approval of Customers and Materials.

Customer Relationships. All types of proposed customer relationships must be submitted, in writing, to Comdata for Comdata’s prior approval before any Cards are issued to such category of Customer. Comdata or Issuing Bank may refuse to enter into any category of Customer relationship or any individual customer relationship as they determine in their respective commercially reasonable discretion that such Customer category represents or may represent an unreasonable risk (e.g. a Customer category may pose an increased risk of engaging in anti-money laundering, illicit activities, suspicious behavior, appears on a prohibited persons list, or is conducting business of the type appearing on the Prohibited Business list). Greensky shall terminate any Customer relationship in the event that Comdata or Issuing Bank determine(s) in their respective commercially reasonable discretion that such Customer represents an unreasonable risk (e.g. a Customer is engaging in anti-money laundering, illicit activities, suspicious behavior, appears on a prohibited persons list, or is conducting business of the type appearing on the Prohibited Business list).

Materials. Greensky shall submit forms and templates of all Card and Program marketing materials to Comdata for approval prior to use of any such materials. Greensky may not use materials that do not conform to the submitted and approved materials. Greensky must establish a written agreement with each Customer for the provision of services and the use of Cards (each, a “Customer Agreement). Greensky shall use a Customer Agreement for each approved customer substantially in the form as attached as “Schedule 1” to this Addendum, prior to the use of such Customer Agreement. Each Customer Agreement shall include any terms or provisions required by Comdata such as but not limited to provisions ensuring that proper procedures are included for lost/stolen Cards. If required by Issuing Bank, Issuing Bank shall be identified as the Card issuer on all Cards and in all Card and Program marketing materials.

Marketing. Greensky shall market and administer the Program and the Cards in a manner which is consistent with Comdata and Issuing Bank’s standards and Applicable Laws. All forms of Program and Card marketing scripts (“Scripts”) and Program and Card marketing disclosure materials (“Disclosures”) (and any changes or alterations thereto) shall be submitted to Comdata on a quarterly basis upon request from Comdata for review, and Comdata shall have the right to refuse to allow Greensky to use such Scripts and Disclosures. Greensky shall require its employees to correctly use the Scripts and Disclosures. All Scripts and Disclosures must comply with Applicable Law.

Call Recording. Greensky shall not conduct any Customer outbound telemarketing activities associated with the Program without the written consent of Comdata.

Prohibited Business List. Greensky may not enter into a relationship with a business of the type listed on Comdata’s Prohibited Business List attached hereto as Schedule 2. Comdata may revise such Prohibited Business List from time to time. In the event that a Customer is found to be a type appearing on the Prohibited Business List, Greensky shall terminate its

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relationship with such Customer within thirty (30) days. Any such failure to terminate shall be material breach of the Agreement.

Failure to Comply. In the event Greensky fails to comply with the obligations regarding approval of Customers and materials, Comdata may, in its sole discretion, assess the following fees, if Greensky does not cure such failure within eleven (11) business days of written notice of such failure by Comdata: 1. ⁵ t offense - $5,000.00; 2” offense $10,000.00; 3 ^rd offense - $15,000.00. Assessment of any such fee is not an election of remedies by Comdata and does not preclude the exercise of any other rights or remedies that may now or subsequently be available to Comdata at law, in equity, by statute, in any other agreement between the Parties or otherwise

Financial Information . In addition to any requirements set forth in this Agreement, Greensky shall, upon request, provide Comdata with Greensky’s annual SSAE 16 Type II report. Greensky shall maintain complete and accurate accounting records related to this Agreement and shall maintain such records for a period of no less than two (2) years following termination of the Agreement.

Audit . Comdata or Issuing Bank and the government agencies that regulate Comdata or Issuing Bank may at any time and upon reasonable prior written notice audit and examine Greensky’s compliance under the Agreement which may include access to Greensky’s premises or facilities. If any such audit results in Greensky being notified that it or any of the Customers is not in compliance with any Applicable Law or a representation, warranty or covenant of this Agreement, then Greensky will, at no cost to Comdata, promptly take (or cause its Customer(s) to take) any and all actions necessary to cause compliance.

Insurance . Unless otherwise agreed by Comdata, Greensky shall maintain insurance of the types and in the MINIMUM amounts set forth below. All policies described below will be written by insurance companies that are properly licensed in all applicable jurisdictions with a minimum A.M. Best rating of A - (A minus) and a minimum A. M. Best Financial Size Rating of “VII”. Greensky shall provide certificates of insurance to Comdata annually and upon request. Greensky shall provide thirty (30) days written notice to Comdata prior to the cancellation, non-renewal or material change of any insurance required in this Agreement. Umbrella Liability Insurance may be purchased and maintained by Greensky in order to satisfy the limits of liability required in this Agreement, and Comdata and Issuing Bank shall be named as additional insureds on such policy.

Crime Insurance, including employee dishonesty and computer fraud coverage, for losses arising out of the dishonest acts committed by the employees, officers, of Greensky, with coverage in a minimum amount of ONE MILLION DOLLARS ($1,000,000) on a per occurrence basis.

Commercial General Liability Insurance with a limit not less than FIVE MILLION DOLLARS ($ 5,000,000) on a per occurrence basis. Commercial general liability insurance shall be written on the current version of ISO occurrence form CG 00 01, or substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract, including the tort liability of another assumed in a business contract. Comdata and Issuing Bank shall be named as additional insured on such policy as such relates to any liability or potential liability arising out of or related to this

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Agreement. Greensky shall maintain such Commercial General Liability Insurance during the Term of this Agreement and for a period of one (1) year thereafter.

Professional Liability Insurance appropriate to Greensky’s profession with a limit of not less than THREE MILLION DOLLARS ($3,000,000) per loss. Coverage shall apply to liability for a professional error, act or omission arising out of the scope of Greensky’s services as defined in this Agreement. Greensky shall maintain such Professional Liability Insurance during the Term of this Agreement and for a period of one (1) year thereafter.

Compliance with Applicable Laws.

Applicable Laws.

Greensky shall comply with all Applicable Laws with respect to its obligations and role in connection with each Program and its actions under this Agreement. Furthermore, Greensky shall not act in a manner that would cause Comdata to be in violation of Applicable Laws. Greensky shall cooperate and provide all documentation, information, and assistance as reasonably required by Comdata for compliance with Applicable Laws including but not limited to such information and reasonable assistance as may be necessary for Comdata or a regulatory authority to confirm legal or regulatory compliance. For the purposes of this Agreement, “Applicable Laws” means the following, as in effect from time to time: (i) any and all applicable federal, state, provincial and local laws, statutes, ordinances, orders, codes, rules, regulatory guidance, regulations or other requirements having the force of law that govern or affect this Agreement or the subject matter hereof; (ii) any and all supervisory directives, policies, practices, protocols, standards and guidance of regulators having jurisdiction over the Bank governing or affecting this Agreement, or the subject matter hereof; (iii) any and all directives, policies, practices, protocols, codes, standards and guidance of regulators which, although not necessarily having force of law, is regarded by such regulator as requiring compliance as if they had force of law; and (iv) any and all bylaws, rules, operating regulation, guidelines, requirements, standards, or mandates of any kind promulgated from time to time by any payment network such as but not limited to MasterCard that are communicated by Comdata to Greensky.

Greensky acknowledges that Comdata and Issuing Bank are subject to examination and audit by regulatory agencies. Greensky agrees to cooperate fully with respect to examinations, audits, and investigations by MasterCard and/or federal and state regulatory agencies having supervision over Comdata and/or Issuing Bank including but not limited to access to facilities, systems, and records.

Greensky shall immediately notify Comdata of any formal or informal request by any governmental agencies to examine records pertaining to this Agreement.

UDAAP. Greensky must implement and maintain policies and procedures sufficient to prevent Greensky or its employees from engaging in unfair, deceptive or abusive acts or practices (the “UDAAP Policy”). Greensky shall provide its UDAAP Policy to Comdata upon request and shall make any changes reasonably requested by Comdata. The UDAAP Policy must provide for:

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Training to its employees on at least an annual basis.

Establishment of a complaint management system and procedures (a “Complaint Policy”) that provides for monitoring, documenting, and resolving complaints alleging unfairness or abuse.

Follow-up to ensure the resolution occurs.

Upon request by Comdata, provide Comdata with mutually agreed upon reporting regarding the types and substance of complaints (as defined under the approved Complaint Policy) and the associated forms of resolution in order to determine if trends exist or are developing.

Record contact center support calls and to allow review by Comdata andjor Issuing Bank upon request consistent with Greensky’s contractual obligations to its Funding Banks and its legal obligations under Applicable Law.

Ensure all marketing and advertising materials comply with all UDAAP requirements, including but not limited to, ensuring materials have a reasonable factual basis for all representations.

Provide Customers with a written response to and proposed resolution of all non-regulatory complaints within fifteen calendar days.

Promptly notifying Comdata of any complaint related to the Program that involves, is received from, or is initiated by a regulatory agency or government body such as a State Attorney General or the Consumer Financial Protection Bureau (a “regulatory complaint”) as soon as commercially feasible following receipt of the regulatory complaint. All such regulatory complaints shall be responded to as soon as commercially feasible, but in no event later than the time limit imposed by the regulatory agency or government body.

Compliance Training. Greensky shall provide information to Comdata upon request regarding Greensky’s compliance training including:

Estimate of amounts spent and percentage of overall operating budget

Names and locations third-parties used for compliance training; and

Dates of training (internal or third-party), attendees and general descriptions of topics covered and support materials used.

Greensky must perform annual information security and privacy awareness training for all employees, contractors or temporary workers.

Prohibition on Subcontractors . In the event that Greensky wishes to utilize a subcontractor or vendor, Greensky must establish, implement, and maintain a comprehensive vendor management program (“VMP”) which is subject to approval by Comdata, such approval may not be unreasonably withheld. Greensky may not use subcontractors or vendors in relation to a Program or Cards unless

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such subcontractors or vendor relationships have been established in conformance with the VMP. For third party service providers or Affiliates as subcontractors engaged after the Effective Date, except upon the prior written consent of Comdata, Greensky shall not utilize any foreign-based third party service providers or Affiliates as subcontractors that have direct access to nonpublic personal information, as that term is defined by the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. § 6809(4)), as may be amended from time to time, during the term of this Agreement without obtaining the prior written consent of Comdata. Greensky will provide Comdata with a listing of its critical subcontractors and vendors in relation to a Program or Cards on an annual basis and will also provide Comdata with such additional information as Comdata may reasonably request such as but not limited to activities performed, address, locations, and information security, disaster recovery and business continuity program information. If Comdata determines that a vendor or subcontractor represents an unreasonable risk, Greensky will cooperate with Comdata to ameliorate such risk or terminate such vendor or subcontractor relationship.

Reports and Information. Greensky shall provide Comdata with all information and reports deemed reasonably necessary by Comdata in order for Comdata to comply with Applicable Law and in order to meet any requirements of the Issuing Bank. Annually, Greensky shall complete Comdata’s compliance questionnaire and provide all reasonably requested information associated therewith. Further, an officer of Greensky shall also certify Greensky’s compliance with the terms of this Agreement and all warranties, representations, covenants, and obligations associated therewith.

Notification. Greensky shall immediately (within one business day or less) notify Comdata upon discovery if:

Greensky experiences a material adverse change in its financial condition.

Greensky changes the address of its principal place of business.

Greensky experiences a change of ownership or control.

Greensky’s business is materially disrupted by a force majeure event.

Greensky is subject to a confirmed or reasonably suspected data security breach that involves Sensitive Personally-Identifiable Information of a Customer of the Program or confidential information of Comdata or Issuing Bank. For the purposes of this section, “Sensitive Personally-Identifiable Information” means any non-public personally identifiable information of a Customer in combination with information associated with a Card such as the primary account number, expiration date, or a security code or protocol.

The Agreement or any act or omission of Greensky or Comdata in connection with or pursuant to the Agreement may violate any Applicable Laws.

Greensky learns that any person, entity, or governmental agency has threatened or filed legal action of any kind against Comdata or the Issuing Bank in connection with this Agreement.

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THIRD AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of March 3, 2016, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012, as previously amended (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 3(f) of the Agreement is hereby amended to add a new subsection 3(f)(E) as follows:

“(E) Greensky shall notify Comdata within fifteen (15) days of the addition of any new Funding Bank and any material changes to the funding commitments of any existing Funding Bank with $200,000,000 or more in total loan commitments. Such changes include the following, but are not limited to: (i) termination or notice of termination of any existing banking partner; and (ii) adverse change in any loan terms (e.g., reduction of loan commitment amount, incremental material conditions attached to originations); and (iii) notice that any material population of loans originated hasn’t met origination conditions.”

2. Section 3(e) of the Agreement is hereby amended as follows:

“From time to time Comdata may request Greensky to provide security for the performance when due of Greensky’s obligation’s hereunder. Greensky agrees to provide Comdata with such security, which shall be in the amount and form as required by Comdata in its reasonable discretion. The Account will not be available to Greensky until such security is accepted by Comdata in its sole discretion. Comdata shall return any excess security from time-to-time and shall return all remaining security when all programs are no longer active and all amounts owning on any accounts have been indefeasibly paid.”

3. 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 o the Agreement shall mean and be a reference to the Agreement as amended hereby.

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

IN WITNESS WHEREOF , the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY: /s/ Kurt Presley [sic]		BY: /s/ Robert Partlow
TITLE: VP, Credit		TITLE: CFO

Exhibit 10.19

PHOENIX BLACKSTONE CENTER LEASE

THIS PHOENIX BLACKSTONE CENTER LEASE (the “Lease”) is executed this 1 ^st day of October, 2013, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”), and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

ARTICLE 1 - LEASE OF PREMISES

Section 1.01. Basic Lease Provisions and Definitions .

(a) Leased Premises (shown outlined on Exhibit A attached hereto): Suites 100, 120 and 250 within the building known and numbered as 1777/1797 Northeast Expressway NE, Atlanta Georgia 30329 (the “Building”), located within Phoenix Blackstone Center (the “Park”).

(b) Rentable Area: approximately 20,847 square feet (consisting of 10,196 square feet in Suite 100, 1,307 square feet in Suite 120, and 9,344 square feet in Suite 250). Tenant hereby acknowledges that all portions of the Premises are not contiguous.

(d) Minimum Annual Rent:

	Commencement Date - April 30, 2014		$420,275.52
	May 1, 2014 - April 30, 2015		$432,883.79
	May 1, 2015 - April 30, 2016		$445,870.30
	May 1, 2016 - April 30, 2017		$459,246.41
	May 1, 2017 - April 30, 2018		$473,023.80

(e) Monthly Rental Installments:

	Commencement Date - April 30, 2014		$35,022.96
	May 1, 2014 - April 30, 2015		$36,073.65
	May 1, 2015 - April 30, 2016		$37,155.86
	May 1, 2016 - April 30, 2017		$38,270.53
	May 1, 2017 - April 30, 2018		$39,418.65

(f) Intentionally omitted.

(g) Commencement Date: The date of Landlord’s delivery of the entirety of the Leased Premises to Tenant with the Tenant Improvements (as defined in Exhibit “B-1”) substantially complete.

(h) Lease Term: For the period of time commencing on the Commencement Date and continuing through April 30, 2018.

(i) Security Deposit: None

(j) Broker(s): None.

(k) Permitted Use: General office and related uses, and for no other use or purpose whatsoever.

(l) Address for notices and payments are as follows:

	To Landlord:	Phoenix Blackstone LLC c/o Wiedmayer + Co 1797 Northeast Expressway NE Management Office Atlanta, Georgia 30329 Attn: Asset Manager

	with copy to:	Arnall Golden Gregory LLP 171 17 ^th Street NW Suite 2100 Atlanta, Georgia 30363-1031 Attention: Brian R. Smith, Esq.

	To Tenant:	Greensky Trade Credit, LLC 1797 Northeast Expressway NE, Suite 100 Atlanta, Georgia 30329

(m) Guarantor(s): None

EXHIBITS

Exhibit A - Leased Premises Outline Plan

Exhibit B - Tenant Improvements

Exhibit B-1 - Scope of Work

Exhibit C - Letter of Understanding

Exhibit D - Intentionally Omitted

Exhibit E - Rules and Regulations

Section 1.02. Lease of Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following (collectively, the “Common Areas”): the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others.

ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term . The Commencement Date and Lease Term shall be as set forth in Sections 1.01(q) and 1.01(h) above.

Section 2.02. Construction of Tenant Improvements . Landlord shall construct and install all leasehold improvements to the Leased Premises (collectively, the “Tenant Improvements”) in accordance with Exhibit B attached hereto and made a part hereof.

Section 2.03. Surrender of the Premises . Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order, condition and repair, (b) remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below), (ii) all data and communications wiring and cabling (including above ceiling, below raised floors and behind walls), and (iii) any alterations required to be removed pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal and restore the Leased Premises to the condition existing upon the Commencement Date, reasonable wear and tear excepted. All of Tenant’s Property that is not removed within ten (10) days following Landlord’s written demand therefor shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease.

Section 2.04. Holding Over . If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred fifty percent (150%) of the Monthly Rental Installments and Annual Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law, or by written agreement of the parties, either party shall have the right to terminate such month-to-month tenancy upon thirty (30) days’ prior written notice to the other, whether or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord’s remedies in such event.

ARTICLE 3 - RENT

Section 3.01. Minimum Annual Rent . Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments in advance, without demand, abatement, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated. Tenant shall be responsible for delivering the Monthly Rental Installments to the payment address set forth in Section 1.01(d) above in accordance with this Section 3.01 .

Section 3.02. Annual Rental Adjustment Definitions .

Landlord and Tenant hereby acknowledge and agree that this Lease is a so-called “gross lease” and, except as expressly provided herein to the contrary, all recurring amounts payable to Landlord hereunder are included in the Minimum Annual Rent set forth in Section 1.1(1) above.

Section 3.03. Payment of Additional Rent .

(a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.

Section 3.04. Late Charges . Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at the lesser of the prime rate of interest, as reported in the Wall Street Journal (the “Prime Rate”) plus four percent (4%) per annum and the maximum legal rate of interest.

ARTICLE 4 - SECURITY DEPOSIT

Intentionally omitted.

ARTICLE 5 - OCCUPANCY AND USE

Section 5.01. Use . Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent of Landlord.

Section 5.02. Covenants of Tenant Regarding Use .

(a) Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner, (ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including without limitation the Building Rules and Regulations attached hereto as Exhibit E and made a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant.

(b) Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord’s directions, rules and regulations, but agrees that any enforcement thereof shall be done uniformly. Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials shall be repaired by Landlord at the sole expense of Tenant, who shall reimburse

Landlord immediately therefor upon demand. Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged.

Section 5.03. Landlord’s Rights Regarding Use . Without limiting any of Landlord’s rights specified elsewhere in this Lease (a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an actual or constructive eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor.

ARTICLE 6 - UTILITIES

Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However, if any services or utilities are jointly metered with other property, Landlord shall make a reasonable determination of Tenant’s proportionate share of the cost of such utilities and services (at rates that would have been payable if such utilities and services had been directly billed by the utilities or services providers) and Tenant shall pay such share to Landlord within fifteen (15) days after receipt of Landlord’s written statement. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other Building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder or constitute an actual or constructive eviction of Tenant.

ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 7.01. Repair and Maintenance of Building . Landlord shall make all necessary repairs, replacements and maintenance to the roof, sprinkler systems, exterior walls, foundation, structural frame of the Building and the parking and landscaped areas and other Common Areas; provided however, to the extent any such repairs, replacements or maintenance are required because of the negligence, misuse or Default of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s sole expense.

Section 7.02. Repair and Maintenance of Leased Premises . Tenant shall, at its own cost and expense, maintain the Leased Premises in good condition, regularly servicing and promptly making all repairs and replacements thereto, including but not limited to the electrical systems, heating and air conditioning systems, plate glass, floors, windows and doors, dock-doors, levelers, trash compactors, and plumbing systems. Tenant shall obtain and maintain in effect

throughout the Lease Term a preventive maintenance contract on the heating, ventilating and air-conditioning systems and provide Landlord with a copy thereof. The preventive maintenance contract shall meet or exceed Landlord’s standard maintenance criteria, and shall provide for the inspection and maintenance of the heating, ventilating and air conditioning system on at least a semi-annual basis.

Section 7.03. Alterations . Tenant shall not permit material alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, with respect to any specialty alterations (such as private bathrooms, raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord’s option, Landlord or a subsidiary or affiliate of Landlord, who shall receive a fee as Landlord’s construction manager or general contractor, shall perform or cause to be performed all work on any structural or building-system alterations to the Leased Premises.

ARTICLE 8 - INDEMNITY AND INSURANCE

Section 8.01. Release . All of Tenant’s trade fixtures, merchandise, inventory and all other personal property in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise, inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as “Tenant’s Property”), shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for theft or damage to Tenant’s Property which was not caused by Landlord’s negligence or willful misconduct, and (b) any and all liability for any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury caused directly by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.01 , the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease.

Section 8.02. Indemnification by Tenant . Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all

claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including without limitation reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, gross negligence, or willful misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02 , the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.

Section 8.03. Indemnification by Landlord . Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including without limitation reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act, omission, gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03 , the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

Section 8.04. Tenant’s Insurance . Tenant shall purchase, at its own expense, and keep in force at all times during the Lease Term the policies of insurance set forth below (collectively, “Tenant’s Policies”). All Tenant’s Policies shall (a) be issued by an insurance company with a Best’s rating of A or better and otherwise reasonably acceptable to Landlord and shall be licensed to do business in the state in which the Leased Premises is located; (b) provide for deductible amounts that are reasonably acceptable to Landlord (and its lender, if applicable); and (c) otherwise be in such form, and include such coverages, as Landlord may reasonably require. The Tenant’s Policies described in (i) and (ii) below shall (1) provide coverage on an occurrence basis; (2) name Landlord (and its lender, if applicable) as additional insured; (3) provide coverage, to the extent insurable, for the indemnity obligations of Tenant under this Lease; (4) contain a separation of insured parties provision; (5) be primary, not contributing with, and not in excess of, coverage that Landlord may carry; and (6) provide coverage with no exclusion for a pollution incident arising from a hostile fire. All Tenant’s Policies (or, at Landlord’s option, Certificates of Insurance and applicable endorsements, including, without limitation, an “Additional Insured-Managers or Landlords of Premises” endorsement) shall be delivered to Landlord prior to the Commencement Date and renewals thereof shall be delivered to Landlord’s notice addresses at least 30 days prior to the applicable expiration date of each Tenant’s Policy. In the event that Tenant fails, at any time or from time to time, to comply with the requirements of the preceding sentence, Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand, as Additional Rent. Tenant shall give prompt notice to Landlord and Agent of any bodily injury, death, personal injury, advertising injury or property damage occurring in and about the Property.

Tenant shall purchase and maintain, throughout the Term, a Tenant’s Policy(ies) of: (i) commercial general or excess liability insurance, including personal injury and property damage, in the amount of not less than $2,000,000.00 per; (ii) comprehensive automobile liability insurance covering Tenant against any personal injuries or deaths of persons and property damage based upon or arising out of the ownership, use, occupancy or maintenance of a motor vehicle at the Premises and all areas appurtenant thereto in the amount of not less than $1,000,000, combined single limit; (iii) commercial property insurance covering Tenant’s Property (at its full replacement cost); (iv) workers’ compensation insurance per the applicable state statutes covering all employees of Tenant; (v) business interruption insurance with limits not less than an amount equal to one (1) year’s rent due hereunder; and if Tenant handles, stores or utilizes Hazardous Substances in its business operations, (vi) pollution legal liability insurance.

Section 8.05. Landlord’s Insurance . During the Lease Term, Landlord shall maintain the following types of insurance, in the amounts specified below (the cost of which shall be included in Operating Expenses):

(a) a commercial property insurance policy covering the Building (at its full replacement cost), but excluding Tenant’s personal property; (b) commercial general public liability insurance covering Landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Park and/or Building and otherwise resulting from any acts or omissions of Landlord, its agents and employees; (c) rent loss insurance; and (d) any other insurance coverage deemed appropriate by Landlord or required by Landlord’s lender. All of the coverages described in (a) through (d) shall be determined from time to time by Landlord, and in amounts reasonably consistent with other similar properties in the area of the Building. All insurance maintained by Landlord shall be in addition to and not in lieu of the insurance required to be maintained by the Tenant.

Section 8.06. Waiver of Subrogation . Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby waive any rights each may have against the other on account of any loss of or damage to their respective property, the Leased Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by Sections 8.04(a)(ii) and 8.05(b) above. The special form coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against Landlord and Tenant, as applicable.

ARTICLE 9 - CASUALTY

In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements to the condition existing prior to Tenant’s occupancy of the applicable portion of the Leased Premises. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b)

destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such amount is not subtracted from Landlord’s award.

ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Section 11.01. Assignment and Sublease .

(a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any renewal, extension, expansion, rights of first offer, rights of first refusal or other rights or options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease.

(b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected so as to reduce the value thereof; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable and will materially and adversely diminish the value of the Building; (iii) the financial worth of the proposed assignee or subtenant is reasonably insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building.

(c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, following Tenant’s recoupment of its reasonable and actual costs associated therewith (such as commissions, legal fees and build-out

costs) Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt. Tenant agrees to pay Landlord $750.00 upon demand by Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant’s interest in and to the Leased Premises as a condition to Landlord processing Tenant’s request.

Section 11.02. Permitted Transfer . Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 11.01 above.

ARTICLE 12 - TRANSFERS BY LANDLORD

Section 12.01. Sale of the Building . Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after the date of such conveyance.

Section 12.02. Estoppel Certificate . Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant’s knowledge, any uncured Defaults or specifying such Defaults if any are claimed, and (d) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building.

Section 12.03. Subordination . Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt, ground lease, deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a “Mortgage”) presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease.

ARTICLE 13 - DEFAULT AND REMEDY

Section 13.01. Default . The occurrence of any of the following shall be a “Default”:

(a) Tenant fails to pay any Monthly Rental Installments or Additional Rent within five (5) days following Landlord’s written notice to Tenant that same is past-due; provided, however, in no event shall Landlord be required to give the foregoing notice on more than two (2) occasions in any twelve (12) month period.

(b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of fifteen (15) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant’s Default is such that more than fifteen (15) days are reasonably required to cure, then Tenant shall have such additional time to cure such Default as is reasonably necessary under the circumstances in question, provided that Tenant commences such curative efforts as soon as is reasonably practical within said initial fifteen (15) day period and thereafter diligently completes the required action within a reasonable time (not to exceed ninety (90) additional days).

(c) Tenant shall vacate or abandon the Leased Premises, or fail to occupy the Leased Premises or any substantial portion thereof for a period of thirty (30) days, as evidenced by Tenant’s failure to pay Rent or Tenant’s failure to perform its repair and maintenance obligations required herein.

(d) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this Lease.

(e) All or substantially all of Tenant’s assets in the Leased Premises or Tenant’s interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant’s corporate charter if Tenant is a corporation.

In addition to the Defaults described above, the parties agree that if Tenant receives written notice of a violation of the performance of the same term or condition of this Lease three (3) or

more times during any twelve (12) month period, regardless of whether such violations are ultimately cured, then such conduct shall, at Landlord’s option, represent a separate Default.

Section 13.02. Remedies . Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant:

(a) Landlord may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as Additional Rent for any costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord’s action.

(b) Without terminating this Lease, Landlord may terminate Tenant’s right to possession of the Leased Premises, and thereafter, neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that Landlord may have. Upon termination of possession, Landlord may (i) re-let all or any part thereof for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein, and if a deficiency exists between the Rent payable herein and the rent payable pursuant to the relating, Tenant shall be immediately obligated to pay to Landlord an amount equal to the present value (discounted at the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the “Accelerated Rent Difference”), or (ii) without re-letting, declare to be immediately due and payable the difference between the present value (discounted at the Prime Rate) of all rent which would have been due under this Lease for the balance of the Lease Term to be immediately due and payable as liquidated damages (the “Accelerated Rent”) and the fair market rental value of the Premises for the same period of time (the “Fair Market Rental”), as determined by an appraiser selected by Landlord, based upon recently completed comparable lease transactions in the Building, the Park and the leasing submarket (the Alpharetta submarket) in which Premises is located (such difference being referred to as the “Accelerated Fair Market Difference”). Upon termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, (B) all loss or damage that Landlord may sustain by reason of Tenant’s Default (“Default Damages”), which shall include, without limitation, expenses of preparing the Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers’ commissions and attorneys’ fees, and (C) all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus any interest and late fees due hereunder (the “Prior Obligations”).

(c) Landlord may terminate this Lease and declare the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, to be immediately due and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, (ii) all of

Landlord’s Default Damages, and (iii) all Prior Obligations. It is expressly agreed and understood that all of Tenant’s liabilities and obligations set forth in this subsection (c) shall survive termination.

(d) Landlord and Tenant acknowledge and agree that the payment of the Accelerated Rent Difference or the Accelerated Fair Market Difference as set above shall not be deemed a penalty or forfeiture, but merely shall constitute payment of liquidated damages, it being understood that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the Lease.

(e) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.

Section 13.03. Landlord’s Default and Tenant’s Remedies . Landlord shall be in default if it fails to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder.

Section 13.04. Limitation of Landlord’s Liability . IF LANDLORD SHALL FAIL TO PERFORM ANY TERM, CONDITION, COVENANT OR OBLIGATION REQUIRED TO BE PERFORMED BY IT UNDER THIS LEASE AND IF TENANT SHALL, AS A CONSEQUENCE THEREOF, RECOVER A MONEY JUDGMENT AGAINST LANDLORD, TENANT AGREES THAT IT SHALL LOOK SOLELY TO LANDLORD’S RIGHT, TITLE AND INTEREST IN AND TO THE BUILDING (AND THE RENTS AND PROCEEDS DERIVED THEREFROM), NOR OF ANY OWNER, PARTNER, MEMBER OR MANAGER IN OR OF LANDLORD, FOR THE COLLECTION OF SUCH JUDGMENT; AND TENANT FURTHER AGREES THAT NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER PROCESS FOR THE SATISFACTION OF TENANT’S JUDGMENT.

Section 13.05. Nonwaiver of Defaults . Neither party’s failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord’s receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

Section 13.06. Attorneys’ Fees . If either party defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party, then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection therewith. In addition, if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder, and then Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord as a result thereof, including reasonable attorneys’ fees, court costs and expenses.

ARTICLE 14 - LANDLORD’S RIGHT TO RELOCATE TENANT

Intentionally omitted.

ARTICLE 15 - TENANT’S RESPONSIBILITY REGARDING
ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES

Section 15.01. Environmental Definitions .

(a) “Environmental Laws” shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity now or hereafter having jurisdiction over the Leased Premises.

(b) “Hazardous Substances” shall mean those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances” “solid waste” or “infectious waste” under Environmental Laws and petroleum products.

Section 15.02. Restrictions on Tenant . Tenant shall not cause or permit the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry.

Section 15.03. Notices, Affidavits, Etc . Tenant shall immediately (a) notify Landlord of (i) any actual or alleged violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under or about the Leased Premises, or (ii) the presence or suspected presence of any Hazardous Substances on, under or about the Leased Premises, and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii) above from any source. Tenant shall execute affidavits, representations and the like within five (5) days of Landlord’s request therefor concerning Tenant’s best knowledge and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.

Section 15.04. Tenant’s Indemnification . Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including without limitation reasonable attorneys’ fees, costs of testing and

remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15 . The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

Section 15.05. Existing Conditions . Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall not have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or any Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior to the Commencement Date of this Lease (or any earlier access or occupancy of the Leased Premises by, through, or under Tenant, including without limitation access for construction purposes) except to the extent Tenant exacerbates the same.

ARTICLE 16 - MISCELLANEOUS

Section 16.01. Benefit of Landlord and Tenant . This Lease shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns.

Section 16.02. Governing Law . This Lease shall be governed in accordance with the laws of the State where the Building is located.

Section 16.03. Force Majeure . Landlord and Tenant (except with respect to the payment of any monetary obligation) shall be excused for the period of any delay in the performance of any non-monetary obligation hereunder when such delay is occasioned by causes beyond its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.

Section 16.04. Examination of Lease . Submission of this instrument by Landlord to Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only upon the execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes an offer to lease the Leased Premises on the terms contained herein.

Section 16.05. Indemnification for Leasing Commissions . The parties hereby represent and warrant that the only real estate brokers involved in the negotiation and execution of this Lease are the Brokers and that no other party is entitled, as a result of the actions of the respective party, to a commission or other fee resulting from the execution of this Lease. Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation to any other broker or person who may be entitled thereto. Landlord shall pay any commissions due Brokers based on this Lease pursuant to separate agreements between Landlord and Brokers.

Section 16.06. Notices . Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party who is to receive such notice at the address specified in Section 1.01(1) . If sent by overnight courier, the notice shall be deemed to have been given one (1) day after sending. If mailed postage prepaid, the notice shall be

deemed to have been given on the date that is three (3) business days following mailing. Either party may change its address by giving written notice thereof to the other party.

Section 16.07. Partial Invalidity; Complete Agreement . If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant.

Section 16.08. Financial Information . Intentionally omitted.

Section 16.09. Waiver of Jury Trial . THE LANDLORD AND THE TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE LEASED PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE LEASED PREMISES.

Section 16.10. Representations and Warranties .

(a) Tenant hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly authorized to do so, and such execution and delivery shall bind Tenant to its terms.

(b) Landlord hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been properly authorized to do so, and such execution and delivery shall bind Landlord to its terms.

Section 16.11. Signage . Tenant may, at its own expense, erect a sign concerning the business of Tenant that shall be in keeping with the decor and other signs on the Building and in the Park. All signage (including the signage described in the preceding sentence) in or about the Leased Premises shall be first approved by Landlord and shall be in compliance with the any codes and recorded restrictions applicable to the sign or the Building. The location, size and style of all signs shall be approved by Landlord. Tenant agrees to maintain any sign in good state of repair, and upon expiration of the Lease Term, Tenant agrees to promptly remove such signs and repair any damage to the Leased Premises.

Section 16.12. Parking . Tenant shall be entitled to the non-exclusive use of the parking spaces designated for the Building by Landlord. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in such event, to allocate parking spaces between Tenant

and other tenants. There will be no assigned parking unless Landlord, in its sole discretion, deems such assigned parking advisable. No vehicle may be repaired or serviced in the parking area and any vehicle brought into the parking area by Tenant, or any of Tenant’s employees, contractors or invitees, and deemed abandoned by Landlord will be towed and all costs thereof shall be borne by the Tenant. All driveways, ingress and egress, and all parking spaces are for the joint use of all tenants. There shall be no parking permitted on any of the streets or roadways located within the Park. In addition, Tenant agrees that its employees will not park in the spaces designated visitor parking.

Section 16.13. Time . Time is of the essence of each term and provision of this Lease.

Section 16.14. Consent . Where the consent of a party is required, such consent will not be unreasonably withheld.

Section 16.15. Usufruct . Tenant’s interest in the Leased Premises is a usufruct, not subject to levy and sale, and not assignable by Tenant except as expressly set forth herein.

Section 16.16. Prior Lease . Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that prior to the Commencement Date of this Lease, Tenant’s predecessor-in-interest is occupying the Suite 100 portion of the Leased Premises pursuant to that certain Office Lease Agreement dated June 18, 2007, as amended by that certain First Amendment dated March 30, 2011 (collectively, the “Prior Lease”). Tenant hereunder is succeeding to the interest of Tenant’s predecessor in interest. Landlord and Tenant agree that through the date immediately prior to the Commencement Date of this Lease, the Prior Lease shall control. As of the occurrence of the Commencement Date, this Lease shall control and the Prior Lease shall be null and void and of no further force and effect.

(SIGNATURES CONTAINED ON FOLLOWING PAGE)

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

		LANDLORD :

		PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

	By:	/s/ Ryan N. Wiedmayer
		Ryan N. Wiedmayer

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

	TENANT:

	GREENSKY TRADE CREDIT, LLC, a Georgia limit liability company

	By: /s/ Gary A. Meyer

	Name: Gary A. Meyer

	Title: CFO

[CORPORATE SEAL]

FIRST AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This First Amendment to Phoenix Blackstone Center Lease (this “Amendment”) is made as of this 1 ^st day of September, 2014, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013 (the “Lease”) pursuant to which Tenant leased certain premises consisting of approximately 20,847 square feet located on the first (1 ^st ) and second (2 ^nd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Amendment to, among other things, expand the Original Premises as more particularly set forth herein.

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

1. Definitions . Any capitalized terms used, but not defined, in this Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Amendment, the terms and provisions of this Amendment shall control in all events.

2. Expansion of Premises . Effective as of Landlord’s completion of Landlord’s Work related to the following premises (the “Expansion Premises Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 1,603 Rentable Square Feet commonly known as Suite 215 located in the building at 1777 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-1” attached hereto and, by this reference, made a part hereof; and (ii) the approximately 8,602 Rentable Square Feet located in the building at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2” attached hereto and, by this reference, made a part hereof (collectively, the “Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Expansion Premises Commencement Date, the Rentable Square Feet of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 31,052 Rentable Square Feet.

3. Expansion Term . The term for the Expansion Premises shall commence on the Expansion Premises Commencement Date and run coterminously with the Lease Term for the Original Premises, expiring on April 30, 2018 (the “Expansion Premises Expiration Date”). The period from the Expansion Premises Commencement

Date to the Expansion Premises Expiration Date shall be known as the “Expansion Term”.

4. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Expansion Premises Commencement Date, and continuing through the Lease Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months	Minimum Annual Rent	Monthly Rental Installments
Expansion Premises Commencement Date — April 30, 2015	$644,788.56	$53,732.38
May 1, 2015 — April 30, 2016	$664,132.20	$55,344.35
May 1, 2016 — April 30, 2017	$684,056.16	$57,004.68
May 1, 2017 — April 30, 2018	$704,577.84	$58,714.82

5. Tenant Improvements . Landlord, at Landlord’s expense, shall construct and install all leasehold improvements to the Expansion Premises (the “Tenant Improvements”) in accordance with the Work Letter attached hereto as Exhibit “B” and, by this reference, made a part hereof. Tenant shall have no obligation with respect to construction or installation of the Tenant Improvements.

Tenant shall have the right, from and after the date Tenant Improvements have been completed and Tenant has accepted possession of the Expansion Premises, at its sole cost and expense, to perform electrical fixturing, non-structural and non-mechanical fixturing and other similar work in and to the Expansion Premises and furnish materials to the Expansion Premises as may be necessary or desirable for the operation of Tenant’s business therein.

6. Tenant’s Proportionate Share . Upon the Expansion Premises Commencement Date, Tenant’s Proportionate Share as defined in Section 1.01(c) of the Lease shall be 24.67%, calculated as 31,052 Rentable Square Feet of the Premises divided by 125,880 Rentable Square Feet of the Buildings.

7. Miscellaneous .

7.1 Entire Agreement . The Lease, as modified by this Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements,

understandings, letters of intent and proposals are merged into this Amendment. Except as otherwise expressly provided herein, neither this Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Amendment, is hereby ratified and confirmed by Landlord and Tenant.

7.2 No Recording . Neither this Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

7.3 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

7.4 Construction of Agreement . In construing this Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Amendment by reference thereto.

7.5 Indemnification for Leasing Commissions . Tenant hereby represents and warrants that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker”), for Landlord, it has not dealt with any real estate broker in the negotiation and execution of this Amendment and that no party is entitled, as a result of the actions of Tenant, to a commission or other fee resulting from the execution of this Amendment. Tenant shall indemnify Landlord from any and all liability for the breach of this representation and shall pay any compensation to any other broker or person who may be entitled thereto. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Amendment.

7.6 Partial Invalidity . The provisions of this Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

7.7 Counterparts; Facsimile . This Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Amendment. A fully executed facsimile copy of this Amendment shall be effective as an original.

[ Signatures to follow ]

IN WITNESS WHEREOF, the parties executed this Amendment as of the 1 ^st day of September, 2014.

LANDLORD :	PHOENIX BLACKSTONE, LLC,
	a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC
		a Georgia limited liability company, its Manager

/s/ Mark Dellarath [sic]	By: /s/ Ryan N. Wiedmayer
Witness	Name: Ryan N. Wiedmayer
	Its: Manager
/s/ Sheila Atioski [sic]
Witness

TENANT :	GREENSKY TRADE CREDIT, LLC , a Georgia limited liability company

/s/ Mark Dellarath [sic]	By: /s/ Jacob Crowe
Witness	Name: Jacob Crowe
	Title: Treasurer
/s/ Sheila Atioski [sic]
Witness

SECOND AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This Second Amendment to Phoenix Blackstone Center Lease (this “Second Amendment”) is made as of this 2 day of June 2015, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014 (hereinafter, collectively, the “Lease”) pursuant to which Tenant leases certain premises consisting of approximately 31,052 square feet (as previously expanded) located on the first (1 ^st ) and second (2 ^nd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Second Amendment to, among other things, further expand the Original Premises as more particularly set forth herein;

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Second Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

8. Definitions . Any capitalized terms used, but not defined, in this Second Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Second Amendment, the terms and provisions of this Second Amendment shall control in all events.

9. Expansion of Leased Premises . Effective as of December 31, 2014 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 1,001 Rentable Square Feet commonly known as Suite 112 located on the first (1st) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-1” attached hereto and, by this reference, made a part hereof; and (ii) the approximately 22,827 Rentable Square Feet located on the third (3rd) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2” attached hereto and, by this reference, made a part hereof (collectively, the “Second Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Second Expansion Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 54,880 Rentable Square Feet.

10. Expansion Premises Term . The term for the Second Expansion Premises shall run co-terminously with the Lease Term for the Original Premises, as extended hereby (the “Second Expansion Premises Expiration Date”). The period from the

Second Expansion Premises Commencement Date to the Second Expansion Premises Expiration Date shall be known as the “Expansion Term”.

11. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Second Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Second Expansion Premises Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months		Annual Rent	Monthly Installments	P.S.F.
1/1/15	4/30/15	$1,128,353.80	$94,029.48	$20.56
5/1/16	4/30/16	$1,162,207.62	$96,850.64	$21.18
5/1/17	4/30/17	$1,197,072.16	$99,756.01	$21.81
5/1/18	4/30/18	$1,232,985.47	$102,748.79	$22.47

12. Tenant Improvements . Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B”, Landlord shall not be required to construct any improvements to the Second Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS condition.

13. INTENTIONALLY OMITTED.

14. Miscellaneous .

14.1 Entire Agreement . The Lease, as modified by this Second Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Second Amendment. Except as otherwise expressly provided herein, neither this Second Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Second Amendment, is hereby ratified and confirmed by Landlord and Tenant.

14.2 No Recording . Neither this Second Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

14.3 Governing Law . This Second Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

14.4 Construction of Agreement . In construing this Second Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Second Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Second Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Second Amendment by reference thereto.

14.5 Indemnification for Leasing Commissions . Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of this Second Amendment and that no other party is entitled, as a result of the actions of the party making such representation, to a commission or other fee resulting from the execution of this Second Amendment. Each party shall indemnify the other from any and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Second Amendment.

14.6 Partial Invalidity . The provisions of this Second Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

14.7 Counterparts; Facsimile . This Second Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Second Amendment. A fully executed facsimile copy of this Second Amendment shall be effective as an original.

[Signatures to follow]

IN WITNESS WHEREOF, the parties executed this Second Amendment as of the 2 ^nd day of June, 2015.

LANDLORD :	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

[Illegible]	By: /s/ Ryan N. Wiedmayer
Witness	Name: Ryan N. Wiedmayer
	Its: Manager

Witness

TENANT :	GREENSKY TRADE CREDIT, LLC , a Georgia limited liability company

[Illegible]	By: /s/ Robert G. Partlow
Witness	Name: Robert G. Partlow
	Title: CFO

Witness

THIRD AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This Third Amendment to Phoenix Blackstone Center Lease (this “Third Amendment”) is made as of this 8 ^th day of November, 2016, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014, and as further modified by that certain Second Amendment to Phoenix Blackstone Center Lease dated June 2, 2015 (hereinafter, collectively, the “Lease”) pursuant to which Tenant leases certain premises consisting of approximately 49,413 square feet (as previously expanded) located on the first (1 ^st ), second (2 ^nd ) and third (3 ^rd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Third Amendment to, among other things, further expand the Original Premises as more particularly set forth herein;

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Third Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

15. Definitions . Any capitalized terms used, but not defined, in this Third Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Third Amendment, the terms and provisions of this Third Amendment shall control in all events.

16. Expansion of Leased Premises . Effective as of the date of “Substantial Completion” of the “Tenant Improvements” (both as hereinafter defined) (the “Third Expansion Premises Commencement Date”), which is estimated to occur on or about February 1, 2017 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include the approximately 21,287 Rentable Square Feet commonly known as Suite 400 located on the fourth (4th) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A” attached hereto and, by this reference, made a part hereof (the “Third Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Third Expansion Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 70,700 Rentable Square Feet.

17. Expansion Premises Term . The term for the Third Expansion Premises shall run co-terminously with the Lease Term for the Original Premises, as extended

hereby (the “Third Expansion Premises Expiration Date”). The period from the Third Expansion Premises Commencement Date to the Third Expansion Premises Expiration Date shall be known as the “Expansion Term”.

18. Extension of Term . The Term for the Leased Premises, as expanded hereby, shall be extended for a period of time so as to cause the Term to expire on April 30, 2023 the (“Extended Term”). During the Extended Term, all terms and conditions set forth in the Lease shall apply, except as expressly modified by this Third Amendment.

4. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Third Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Third Expansion Premises Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months	Minimum Annual Rent	Monthly Rental Installments
Third Expansion Premises Commencement Date - April 30, 2017	$1,521,555.00	$126,796.25
May 1, 2017 —April 30, 2018	$1,567,201.65	$130,600.14
May 1, 2018 —April 30, 2019	$1,614,217.70	$134,518.14
May 1, 2019 —April 30, 2020	$1,662,644.23	$138,553.69
May 1, 2020 — April 30, 2021	$1,712,523.56	$142,710.30
May 1, 2021 —April 30, 2022	$1,763,899.26	$146,991.61
May 1, 2022 —April 30, 2023	$1,816,816.24	$151,401.35

19. Tenant Improvements . Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B” , Landlord shall not be required to construct any improvements to the Third Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS condition.

20. INTENTIONALLY OMITTED.

21. Miscellaneous .

21.1 Entire Agreement . The Lease, as modified by this Third Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Third Amendment.

Except as otherwise expressly provided herein, neither this Third Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Third Amendment, is hereby ratified and confirmed by Landlord and Tenant.

21.2 No Recording . Neither this Third Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

21.3 Governing Law . This Third Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

21.4 Construction of Agreement . In construing this Third Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Third Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Third Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Third Amendment by reference thereto.

21.5 Indemnification for Leasing Commissions . Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker”), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of this Third Amendment and that no other party is entitled, as a result of the actions of the party making such representation, to a commission or other fee resulting from the execution of this Third Amendment. Each party shall indemnify the other from any and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Third Amendment.

21.6 Partial Invalidity . The provisions of this Third Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

21.7 Counterparts; Facsimile . This Third Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Third Amendment. A fully executed facsimile copy of this Third Amendment shall be effective as an original.

[Signatures to follow]

IN WITNESS WHEREOF, the parties executed this Third Amendment as of the 10 ^th day of November 2016.

LANDLORD :	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

	By: /s/ Ryan N. Wiedmayer
	Name: Ryan N. Wiedmayer

	Its: Managing Member of Wiedmayer & Co.

	Date: 11/10/2016

TENANT :	GREENSKY, LLC , a Georgia limited liability company

	By: /s/ Robert Partlow

	Name: Robert Partlow

	Title: CFO

	Date: 11/10/16

Exhibit 10.20

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is entered into as of this 30th day of November, 2016, by and between Robert Sheft (“ Sheft ”), Robert Sheft 2012 Trust (“Sheft Trust”), Zalik Family Dynasty Trust I, LLC (“ Zalik ” and, together with Sheft and Sheft Trust, the “ Buyers ”), and GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company, with its principal place of business at 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342 (the “ Seller ”).

WHEREAS , Buyers desire to purchase from Seller, and Seller desires to sell to Buyers, Seller’s rights in the Loans identified herein (including, without limitation, the receivables and all other rights to payments of any kind in respect of the Loans (collectively, the “ Receivables ”)), with Sheft acquiring an 18% undivided interest in the Receivables, Sheft Trust acquiring a 32% undivided interest in the Receivables, and Zalik acquiring a 50% undivided interest in the Receivables, subject to the terms and conditions set forth herein;

WHEREAS , contemporaneous with the execution of this Agreement, Buyers and Seller are entering into that certain Servicing Agreement, in form and substance mutually agreeable to Buyers and Seller (the “ Servicing Agreement ”), with respect to Seller’s servicing of the Receivables under loan programs administered by Seller (in such capacity, “ Servicer ”) at all times (except as provided in the Servicing Agreement);

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyers hereby agree as follows:

1. Definitions . Capitalized terms shall be defined as set forth in this Agreement, including in Appendix A to this Agreement, or any other referenced agreement between the parties as may be applicable.

2. Agreement to Purchase and Sell . Subject to and in accordance with the terms and conditions of this Agreement, the Seller agrees to sell, assign, transfer and convey to the Buyers, and the Buyers agree to purchase and accept from the Seller, all of Seller’s rights, title and interests in and to the Loans described on Appendix B attached hereto, including, without limitation, the Receivables, all present and future claims, demands, causes of action and choses in action in respect of any or all or of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all cash proceeds, accounts, accounts receivable, notes, drafts, instruments, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “ Purchased Assets ”), with Sheft acquiring a 18% undivided interest in the Purchased Assets, Sheft Trust acquiring a 32% undivided interest in the Purchased Assets, and Zalik acquiring a 50% undivided interest in the Purchased Assets (such percentage with respect to Sheft, Sheft Trust, or Zalik, as applicable, the “ Percentage Interest ”).

3. Payment of Purchase Price; Closing . The closing shall occur on the Closing Date, upon satisfaction of all closing conditions set forth in this Agreement and receipt by Buyers of all required Closing Documents.

3.1. Payment of Purchase Price . On the Closing Date hereof, upon satisfaction of the conditions precedent set forth herein, including the delivery of the Bill of Sale with respect to the Purchased Assets, the Buyers, in proportion to their respective Percentage Interests, shall pay to the Seller by wire transfer in immediately available funds, the amount of the Purchase Price.

3.2. Conveyance . Subject to and in accordance with the provisions of this Agreement, on the Closing Date, the Seller shall assign, transfer, set over, sell and otherwise convey to the Buyers, and the Buyers shall purchase and acquire, all of the Seller’s rights, title and interests in and to the Purchased Assets, in accordance with their respective Percentage Interests.

3.3. Taxes, Fees, Etc. The Seller shall pay all transfer, filing and recording fees, taxes, costs and expenses, and any applicable documentary taxes, required to be paid by either the Seller or the Buyers in connection with the transactions contemplated hereby, and hereby agrees to indemnify and hold the Buyers harmless from and against any and all claims, liability, costs and expenses arising out of or in connection with the failure of the Seller to pay any such amount on a timely basis. This Section 3.3 shall not require the Seller to pay any taxes, costs or expenses related to a Buyer’s income tax obligations occasioned solely by such Buyer’s purchase of the Purchased Assets.

3.4. Payments Subsequent to the Closing Date . From time to time after the Closing Date the Seller shall pay to the Buyers, in accordance with their respective Percentage Interests, by wire transfer promptly after receipt thereof, any amount of any Collections received by the Seller on or after the Closing Date (to the extent collected in good funds by the Seller) and, until such Collections are so paid to the Buyers, the Seller shall hold the same in trust for the benefit of the Buyers.

4. Closing Date; Transfer of Purchased Assets; Treatment of Loans .

4.1. Closing Documents . On the Closing Date, the Seller shall deliver to the Buyers: (i) a Bill of Sale in the form attached hereto as Attachment 1 , selling, assigning, transferring and conveying to the Buyers good, sufficient and complete title and ownership of the Purchased Assets, together with all of the Seller’s rights, title and interests in and to the Purchased Assets, all on the terms and conditions set forth in this Agreement; (ii) the original Notes, each showing the Seller as the original payee or otherwise showing full chain of title now vested in the Seller as payee, assigned to the Buyers, in accordance with their respective Percentage Interests, by the Seller by a global allonge in the form attached hereto as Attachment 2 ; (iii) the Loan Documents; (iv) the Review File and the Collateral Documents; and (v) all Records and such other executed assignments, instruments of transfer and other documents as the Buyers may reasonably require in order to complete the transactions contemplated under this Agreement (all such items identified in (i) – (v) above, collectively, the “ Closing Documents ”). The assignments shall be without recourse as to repayment of the Loans; provided , however , notwithstanding anything to the contrary in this Agreement or otherwise, that such qualifying language on the assignments shall not affect, limit, diminish or enlarge the obligations of the Seller, or the rights, remedies and recourse of the Buyers, under the provisions of this Agreement.

4.2. Delivery of Closing Documents. On the Closing Date, the Seller shall deliver the Closing Documents to the Buyers, it being acknowledged that delivery shall be satisfied by Servicer retaining and holding the Closing Documents on behalf of Buyers.

4.3. Treatment of Loans . The Buyers and the Seller hereby agree that, with respect to the Loans, (a) for purposes of the Servicing Agreement, the Loans shall be deemed to be Loans under the Servicing Agreement and to have been, and shall be treated as if, the Loans have been serviced at all times under the Servicing Agreement, and all terms and provisions of the Servicing Agreement shall

apply with respect to each Loan, except the Performance Fee (as defined in the Servicing Agreement) shall only apply prospectively commencing upon the closing of the transactions contemplated by this Agreement, and (b) the Seller, as Servicer, will transfer to the Portfolio Escrow Account (as defined in the Servicing Agreement) an amount equal to 4.5% of the Purchase Price no later than the sixth (6th) business day of the month following the Closing Date.

4.4. Delivery of Servicing Agreement. On the Closing Date, the Seller and the Buyers shall execute and deliver the Servicing Agreement.

5. Representations, Warranties and Agreements of the Buyers . The Buyers hereby represent, warrant and agree as follows:

5.1. Organization, Existence, Etc . Zalik is duly formed, organized or chartered, validly existing and in good standing (or the jurisdictional equivalent thereof) under the laws of the jurisdiction of its formation, organization or charter, and is registered or qualified to conduct business in all other jurisdictions in which the failure to be so registered or qualified would materially and adversely affect the ability of Zalik to perform its obligations hereunder.

5.2. Authority and Enforceability, Etc . Each Buyer has the capacity, power and authority to execute, deliver and perform each of the Sale Documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. Each Buyer’s execution of this Agreement and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee. Assuming due authorization, execution and delivery by the Seller, the Sale Documents and all obligations of the Buyers thereunder are the legal, valid and binding obligations of the Buyers, enforceable in accordance with the terms of the Sale Documents, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3. Conflict with Existing Laws or Contracts. The execution and delivery of the Sale Documents and the performance by each Buyer of its obligations thereunder will not conflict with or result in a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation of such Buyer (if applicable), or any indenture, agreement, mortgage, deed of trust or other instrument to which such Buyer is a party or which it is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violation any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which such Buyer is subject, or of any order, rule or regulation applicable to such Buyer of any court or of any Governmental Authority having jurisdiction over such Buyer or any of its properties that would materially and adversely affect the performance by such Buyer of its obligations under, or the validity and enforceability of, this Agreement; and such Buyer has obtained any consent, approval, authorization or order of any court or Governmental Authority required for the execution, delivery and performance by such Buyer of the Sale Documents.

5.4. Brokers. No broker or other third party entitled to a commission is involved in connection with this transaction.

5.5. Legal Action Against the Buyers. There is no action, suit, investigation or proceeding of which any Buyer has received actual or constructive notice pending or threatened against such Buyer in any court or by or before any Governmental Authority (i) asserting the invalidity of this

Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling, which might materially affect the ability of such Buyer to carry out the transactions contemplated by the Sale Documents and its obligations thereunder, or the validity or enforceability of this Agreement.

6. Representations, Warranties Covenants and Agreements of the Seller . The sale of the Purchased Assets is made without recourse against the Seller, or representation or warranty by the Seller, whether expressed, implied or imposed by law, of any kind or nature, except as provided in this Agreement. The Seller has not, does not and will not make any representations or warranties with respect to the collectability of any Receivable except as otherwise provided herein . However, Seller understands, acknowledges and agrees that such sale shall be made pursuant to and in reliance by the Buyers on the representations and warranties of the Seller as set forth in this Section 6 and otherwise as set forth in this Agreement and/or in the Sale Documents, which such representations and warranties shall be controlling in the event of any conflict.

6.1. Representations, Warranties, Covenants and Agreements of the Seller . The Seller hereby represents, warrants and agrees as follows:

(a) Organization, Existence, Etc . The Seller is duly formed, organized or chartered, validly existing and in good standing (or the jurisdictional equivalent thereof) under the laws of the jurisdiction of its formation, organization or charter, and is registered or qualified to conduct business in all other jurisdictions in which the failure to be so registered or qualified would materially and adversely affect the ability of Seller to perform its obligations hereunder.

(b) Authority, Enforceability, Etc . The Seller has the power and authority to execute, deliver and perform each of the Sale Documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. The Seller had at all relevant times, and now has, power, authority and legal right to acquire and own the Purchased Assets and service the Receivables, and the Seller has the power and authority to sell and assign the Purchased Assets to the Buyers and has duly authorized such sale and assignment to the Buyers by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Seller by all necessary corporate action. Assuming due authorization, execution and delivery by the Buyers, the Sale Documents and all the obligations of the Seller thereunder are the legal, valid and binding obligations of the Seller enforceable in accordance with the terms of the Sale Documents, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) Conflict with Existing Laws or Contracts . The execution and delivery of the Sale Documents and the performance by the Seller of its obligations thereunder will not conflict with or be or result in a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which the Seller is subject, or of any order, rule or regulation applicable to the Seller of any court or of any Governmental Authority having jurisdiction over the Seller or any of its properties that would materially and adversely affect the performance by the Seller of its obligations under, or the validity

and enforceability of, this Agreement; and the Seller has obtained any consent, approval, authorization or order of any court or Governmental Authority required for the execution, delivery and performance by the Seller of the Sale Documents.

(d) Legal Action against the Seller . There is no action, suit, investigation or proceeding of which the Seller has received actual or constructive notice pending or threatened against the Seller in any court or by or before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling, which might materially affect the ability of the Seller to carry out the transactions contemplated by the Sale Documents and its obligations thereunder, or the validity or enforceability of this Agreement.

6.2. Representations and Warranties of the Seller relating to the Purchased Assets and the Loans. Except as otherwise specifically disclosed to the Buyers in writing, the Seller hereby represents and warrants that, as to the Loans, collectively, and as to each of the Loans, individually (as applicable), the following representations and warranties are true and correct as of the date hereof and as of the Closing Date:

(a) Eligible Loans . Each Loan is an Eligible Loan.

(b) Title to the Purchased Assets . The Seller has good title to and is the sole owner and holder of the Purchased Assets, free and clear of any liens, claims, encumbrances or other charges whatsoever. The Purchased Assets are freely transferable by the Seller and the Seller has full right to sell and assign the Purchased Assets.

(c) No Other Documents . The Seller is not a party to, or bound by, any document or agreement that could affect the transfer of the Purchased Assets or the consummation of the transactions contemplated in this Agreement.

(d) Certain Schedule Information . Set forth on Appendix B hereto is a list, as of the date hereof, of all Loans, including the name of the Obligor, principal amount of such Loan, the amount of accrued interest, fees and principal due thereunder, amounts paid by the Obligor with respect to the Loan and such other information as is provided therein. The Seller shall update all such information as of the close of business on the day immediately preceding Closing.

(e) Loan Documents . The Seller has complied with, and has performed, all obligations required to be complied with or performed by it under the Loan Documents and Applicable Law, and the Seller has not breached any of its representations, warranties, obligations, agreements or covenants under any of the Loan Documents.

(f) Payments not Void . The Seller has not received any written, oral or constructive notice, and is not aware, that: (i) any Collection or other transfer made to or for the account of the Seller under the Loan is or may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer; or (ii) any Loan or any portion of it, is void, voidable, unenforceable or subject to any impairment or defenses.

(g) No Default under Loan Documents . To the Seller’s knowledge, other than as set forth on Appendix B, each Obligor under the Loan Documents has complied with, and has performed in timely manner, all of its respective obligations required to be complied with or performed by it under

the Loan Documents, and no such Obligor has breached any of its representations, warranties, obligations, agreements or covenants under any of the Loan Documents.

(h) Review File. The Review File includes all documents in the possession of the Seller, or copies thereof, relating to each Loan (other than Excluded Information).

(i) No Modification . Except by written instrument or other written documentation contained in the Review File, the Seller has not modified the applicable loan agreement or Note(s) or satisfied, canceled or subordinated the Note(s) in whole or in part or executed any instrument of release, cancellation or satisfaction with respect thereto. The loan agreements and Note(s) and any documents modifying their terms included in the Review File are true and correct copies of the documents they purport to be and have not been superseded, amended, modified, canceled or otherwise changed except as disclosed in the Review File.

(j) Enforceability . Each document in the Review Files relating to the Loans is the legal, valid and binding obligation of the applicable Obligor, enforceable in accordance with its terms except to the extent such enforcement may be subject to or limited by: (i) any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws; (ii) legal or equitable principles relating to or affecting creditors’ rights generally; (iii) applicable state anti-deficiency legislation; (iv) the effect of other laws and interpretations thereof and court decisions that may modify or delay certain remedies provided in such documents; or (v) certain covenants in such documents that may not be enforceable, but the unenforceability of any particular provision or provisions will not materially affect the ability of the holder thereof to realize the intended benefits of such document..

(k) Disbursement of Loan Proceeds . The Obligors do not have the right to disbursement of additional loan proceeds or future advances with respect to the Loans except as may be expressly provided therein.

(l) Legal Compliance. The origination and servicing of each Loan has been in compliance in all material respects with all applicable laws, rules and regulations applicable to the originator and the servicer of each Loan, and each of the Loans comply with all applicable laws, rules and regulations applicable to the originator and servicer of each Loan, including but not limited to any applicable usury laws. The Obligors with respect to each Loan have been reviewed by the Seller against the list of Specially Designated Nationals and Blocked Persons (the “ SDN List ”) administered by the Office of Foreign Assets Control (“ OFAC ”), and Seller has confirmed and does hereby confirm that no Obligors appear on the SDN List. All requirements of applicable federal, state and local laws, and regulations thereunder, which are and/or have been applicable to the Seller, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act, the consumer credit code of any State, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws, in respect of each such Loan, have been complied with in all material respects, and each such Loan complied at the time it was originated or made and now complies in all material respects with all legal requirements of the jurisdiction in which it was originated or made as to the originator who originated each Loan and to the servicer.

(m) Defenses; Offsets. There are no valid rights of offset or rescission nor any valid defense or counterclaim relating to any Loan and the Seller has no knowledge of any such rights being asserted.

(n) Bankruptcy of the Obligor. No Obligor is a debtor in a bankruptcy or any similar state or federal insolvency proceeding.

(o) Litigation. To the best of the Seller’s knowledge, there is no litigation, proceeding or governmental investigation pending or threatened, or any order, injunction or decree outstanding, existing, threatened or relating to the Loans.

(p) Servicing of the Loans . Prior to the Closing Date, and from the time of origination of each Loan, the Loans were serviced by the Seller and by no other party.

6.3. Disclaimer. Except with respect to the representations, warranties, covenants and agreements of the Seller set forth herein, each Buyer acknowledges that such Buyer has been given an opportunity to undertake its own investigation of the Loans and the related Review Files and, while such Buyer is relying on its own investigation of the Loan and the related Review Files, it is also relying on information provided or to be provided by the Seller, as well as the representations, warranties, covenants and agreements of the Seller, each as described and/or contained in this Agreement and the Sale Documents. THE SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW RELATING TO THE LOANS, THE PURCHASED ASSETS OR ANY OF THEM, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE OTHER SALE DOCUMENTS EXECUTED BY THE SELLER IN CONNECTION HEREWITH.

6.4. Survival of Representations and Warranties . The representations and warranties in this Section 6 shall survive the Closing Date for a period of one (1) year.

7. Defaults; Indemnification .

7.1. Indemnification by the Seller . Subject to Section 7.3, the Seller shall indemnify, defend and hold the Buyers and their respective predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, representatives, parent corporations, subsidiaries and affiliates harmless from and against any and all claims, liabilities, damages, expenses or obligations (including reasonable attorney’s fees) incurred or reasonably anticipated by any such Persons in connection with: (a) any breach by the Seller of any representation, warranty, agreement or covenant contained herein; (b) any claim by an Obligor or other Person regarding or related to the origination, servicing, administration or enforcement of the Loans by the Seller; or (c) any other claim, cause of action, or liability relative to or arising out of any Loans related to any action or inaction of the Seller.

7.2. Indemnification by the Buyers . The Buyers, severally in accordance with their respective Percentage Interests, shall indemnify, defend and hold the Seller and its predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, representatives, parent corporations, subsidiaries and affiliates harmless from and against any and all claims, liabilities, damages, expenses or obligations (including reasonable attorney’s fees) incurred or reasonably anticipated by any such Persons in connection with (a) any breach by a Buyer of any representation, warranty, agreement or covenant contained herein; or (b) the Loans arising as a sole

and direct result of a Buyer’s actions or inaction with respect to the Loans occurring after the Closing Date, except should the same arise from or relate to: (i) the Seller’s or any other Person’s (other than a Buyer’s or its Affiliate’s) direct or indirect actions or inaction in connection with the Loans; or (ii) the Seller’s or any other Person’s (other than a Buyer’s or its Affiliate’s) gross negligence or willful misconduct.

8. Miscellaneous .

8.1. Notice to Obligor . At Buyers’ request, the Buyers and the Seller, through Servicer, shall promptly give notice of the transfer of the Purchased Assets to the Obligors by first class U.S. Mail, or in such other manner if and as is provided for in the Loan Documents. In the case of multiple Obligors on the same Loan, notice to the primary Obligor, where such is readily ascertainable, is sufficient if it meets the requirements of applicable law. The Buyers shall be provided with the opportunity to review and approve the Seller’s communication prior to it being sent to the Obligors, or the parties may agree to send a mutually agreeable joint communication.

8.2. Further Assurances . Each party agrees, upon the reasonable request of the other party, at any time and from time to time, promptly to execute and deliver all such further documents, agreements and instruments, and promptly to take and forebear from all such action, as may be reasonably necessary or appropriate in order to implement the sale, assignment, transfer and conveyance of the Purchased Assets to the Buyers and to otherwise confirm and carry out the provisions of this Agreement.

8.3. Intended Characterization : Grant of Security Interest . It is the intention of the parties hereto that each transfer of a Purchased Asset to be made hereunder shall constitute a purchase and sale and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, or a Governmental Authority determines that the Buyers may not purchase or acquire the Purchased Assets, it is the intention of the parties hereto that this Agreement shall constitute a security agreement and that the Seller shall be deemed to have granted to the Buyers as of the date hereof a first priority security interest in all of the Seller’s right, title and interest in, to and under each Purchased Asset and all proceeds thereof, in accordance with their respective Percentage Interests.

8.4. Notices . All notices or deliveries required or permitted hereunder shall be in writing and delivered personally or by facsimile or generally recognized overnight delivery service, and shall be deemed given: (i) when delivered, if delivered personally or by facsimile (with reasonable evidence of transmission); or (ii) on the following Business Day, if sent by generally recognized overnight delivery service; in each case to the Seller or to the Buyers, as the case may be, at the applicable address set forth below or to such other address as either party may hereafter designate by notice given in compliance with this Section 8.4 to the other party:

	SELLER:	GreenSky, LLC
		5565 Glenridge Connector, Suite 700
		Atlanta, Georgia 30342
		Attention: David Zalik
		Email: david.zalik@greenskycredit.com

	With a copy to:	GreenSky, LLC
		5565 Glenridge Connector, Suite 700
		Atlanta, Georgia 30342
		Attention: Steve Fox
		Email: steve.fox@greenskycredit.com

	With a copy to:	Troutman Sanders LLP
		600 Peachtree Street NE, Suite 5200
		Atlanta, Georgia 30308
		Attention: W. Brinkley Dickerson, Jr.
		Email: brink.dickerson@troutmansanders.com

	SHEFT:	Robert Sheft
		## #### #### ##### Road, NW
		Residence ####
		Atlanta, GA 30305
		Attention: Robert Sheft
		Email: rsheft@trusthss.com

	SHEFT TRUST	Robert Sheft 2012 Trust
		## #### ##### ##### Road, NW
		Residence ####
		Atlanta, GA 30305
		Attention: Hope Sheft and Richard Sheft, Trustees

	ZALIK:	Zalik Family Dynasty Trust I, LLC
		## ##### ##### Road, NW
		Atlanta, GA 30327
		Attention: Helen Zalik

8.5. Severability . Each part of this Agreement is intended to be severable. If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

8.6. Construction. Unless the context otherwise requires, singular nouns and pronouns (including defined terms), when used herein, shall be deemed to include the plural and vice versa, and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender.

8.7. Assignment. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including any attachments hereto, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective successors and assigns. Notwithstanding anything herein to the contrary, the Seller shall not assign its rights under this Agreement or under any other Sale Document without the express prior written consent of the Buyers, which shall not be unreasonably withheld. Each Buyer may assign its rights under this Agreement and the other Sale Documents to any party, including but not limited to any affiliate of such Buyer, without such consent. Nothing herein is intended to prevent either Buyer from selling, assigning, conveying, pledging or otherwise hypothecating any or all of such Buyer’s rights in the

Purchased Assets to any other parties, in its sole discretion and without the necessity of obtaining consent of the Seller or the other Buyer.

8.8. Prior Understandings . This Agreement and the Sale Documents supersede any and all prior discussions and agreements between the Seller and the Buyers with respect to the purchase of the Purchased Assets and other matters contained herein and therein, and this Agreement, the Sale Documents and the Servicing Agreement contain the sole and entire understanding between the parties hereto with respect to the transactions contemplated herein, provided, however, for the avoidance of doubt that the Servicing Agreement shall remain in full force and effect.

8.9. Survival . Subject to Section 6.4 , the representations, warranties, covenants and agreements made by the Buyers or the Seller in this Agreement shall survive the Closing Date and shall not merge into the Closing Documents.

8.10. Choice of Law. This Agreement and claims arising out of or in connection herewith shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, and each party consents to jurisdiction in the federal or state courts of Georgia.

8.11. Time of the Essence . Time is of the essence of all provisions of this Agreement.

8.12. Counterparts - Faxed Document . This Agreement may be executed and delivered by the parties in facsimile or PDF format and in any number of separate counterparts, all of which, when delivered, shall together constitute one and the same document.

8.13. Confidentiality. Other than as may be required by law or by any applicable regulatory authority, the Seller and the Buyers agree that they will not, prior to the Closing Date, disclose, reveal, disseminate, publicize or advertise any information received by either party or their respective agents pursuant to such party’s obligations and rights hereunder and any information concerning or arising from the transaction contemplated hereunder which is disclosed by one party, or its agents, to the other party, to any person or entity or use the confidential information for its own account or benefit, other than for the evaluation of the merits of such acquisition.

8.14. Non-Solicitation. For a period of twenty-four (24) months from and after the Closing Date, the Seller shall not (in any capacity) solicit any Obligor for the purpose of engaging in (in each case for its own account or the account of any Person) any refinancing of any Loan or Loans in whole or in part, whether in the form of a loan or otherwise.

8.15. Buyer Representative.

(a) By its execution of this Agreement, Zalik hereby appoints Sheft as his true and lawful agent and attorney-in-fact, to act in the name, place and stead of Zalik with respect to the performance on behalf of Buyers under the terms and provisions of this Agreement, as the same may be amended from time to time, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Sheft shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Sale Documents, including, without limitation, the power (i) to take all action necessary to consummate the transactions contemplated hereby and pursuant to the Sale Documents, including the resolution of any disputes hereunder or thereunder and/or settlement of any indemnification claims, (ii) to give and receive all notices required to be given under this Agreement or the Sale Documents, and (iii) to take any and all additional action as is

contemplated to be taken by or on behalf of Buyers by the terms of this Agreement or the Sale Documents, in each case except as otherwise provided in the Servicing Agreement; provided, however, (i) Zalik shall retain the sole authority to sell, assign, convey, pledge or otherwise hypothecate any or all of Zalik’s rights in the Purchased Assets to any other parties pursuant to Section 8.7, and (ii) this Agreement and the Sale Documents may not be modified or amended without Zalik’s prior written consent. Zalik reserves the right to revoke the foregoing appointment at any time upon written notice to Seller and Sheft.

(b) By Zalik’s execution of this Agreement (unless and until the power of attorney granted in Section 8.15(a) is revoked by Zalik), it is agreed that: (i) Seller shall be entitled to rely conclusively on the instructions and decisions of Sheft as to any actions required or permitted to be taken by Sheft hereunder, and no party hereunder shall have any cause of action against Seller for any action taken by Seller in reliance upon the instructions or decisions of Sheft; (ii) the provisions of this Section 8.15 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable; (iii) remedies available at law for any breach of the provisions of this Section 8.15 are inadequate, and, accordingly, Seller shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if Seller brings an action to enforce the provisions of this Section 8.15; and (iv) the provisions of this Section 8.15 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of Zalik, and any references in this Section 8.15 to Zalik shall mean and include the successors to the rights of Zalik hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the Seller and the Buyers have hereunto signed and sealed this instrument as of the day and year first above written.

	SELLER :

	GREENSKY, LLC

	By:	/s/ Robert Partlow
		(Signature)

	Name:	Robert Partlow
		(Print Name)

	Title:	CFO

	BUYERS :

	/s/ Robert Sheft
	Robert Sheft

	ROBERT SHEFT 2012 TRUST

	By:	/s/ Hope G. Sheft
		(Signature)

	Name:	Hope G. Sheft
		(Print Name)

	Title:	Trustee

	ZALIK FAMILY DYNASTY TRUST I, LLC

	By:	/s/ Helen Zalik
		(Signature)

	Name:	Helen Zalik
		(Print Name)

	Title:	Manager

APPENDIX A

Definitions

“Agreement” is defined in the preamble hereto.

“Business Day” means any day other than a Saturday, Sunday or national holiday.

“Buyers” is defined in the preamble hereto, and shall also mean and include its successors and assigns.

“Closing” shall mean the closing of the transaction contemplated by this Agreement.

“Closing Date” means the date hereof.

“Closing Documents” is defined in Section 4.1 of this Agreement.

“Collateral Document” means the assignments, guaranties, and other agreements or documents, whether an original or a copy and whether or not similar to those enumerated, evidencing, securing, guarantying or otherwise documenting or giving notice of the Loans and any performance or payment obligations with respect thereto or any document evidencing ownership in any asset that was acquired in connection with a foreclosure or otherwise in connection with the resolution of any of the Loans, and insurance policies insuring the ownership or liens thereof, provided, however, that the term “Collateral Document” shall expressly exclude the Note(s).

“Collections” means all payments, proceeds and/or awards, actually received by the specified holder of the Loans, in cash, including checks which have been reduced to good funds, for current application to the indebtedness of the applicable Obligor under the Loans, whether or not so applied and, if so applied, whether applied to principal, interest, fees, or any other such indebtedness.

“Defaulted Loan” means any Loan that consistent with the Seller’s customary servicing practices has been, should have been or should be written off as uncollectible.

“Eligible Loan” means, at the Closing Date (unless otherwise noted), a Loan:

(a)

Each Obligor of which had the legal capacity to contract as of the date of execution of the Note or other contract relating to such Loan;

(b)

Which is denominated and payable only in U.S. Dollars;

(c)

With respect to which no fraud, concealment, material misrepresentation or gross negligence has taken place in connection with the origination or servicing of the Loan on the part of the Seller, Obligor, servicer or any other Person;

(d)

Which (i) does not require the Obligor to consent to the transfer, sale or assignment of such Loan and (ii) contains customary and enforceable provisions (except as limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity), so as to render the rights and remedies of the holder thereof against the related Obligor adequate for the realization of the benefits provided thereby;

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(e)

Which was generated in the ordinary course of the Seller’s business in accordance with its customary practices and credit policies and was not selected to be included in the Loans using selection procedures adverse to the Buyers;

(f)

Which does not have any payment of principal or interest thereon past due for more than eighty-nine (89) calendar days and is not a Defaulted Loan;

(g)

Which, except for any applicable and documented introductory or promotional period, accrues interest on a Monthly Periodic Interest basis, and provides for substantially equal monthly payments of principal and interest (except for the first and last monthly payments; provided that the last monthly payment is not more than two times the average of the other regularly scheduled monthly payments) that fully amortizes the amount financed by the maturity date at the annual percentage rate as stated in the applicable Note or loan agreement;

(h)

Which requires the Obligor to obtain physical damage and/or hazard insurance covering the collateral (if and as applicable);

(i)

With respect to which, if, as and to the extent applicable, (i) none of the related collateral has been repossessed, (ii) the Seller has been granted in the applicable Loan Documents a first priority security interest in the related collateral; (iii) the Seller possesses a valid security interest in the related collateral; and (iv) the Loan Agreement permit Buyers to make all filings (including UCC filings) that are necessary to give Buyers a perfected security interest in the related collateral;

(j)

With respect to which the related Obligor has not suffered a bankruptcy event (or, if a bankruptcy event has occurred, the related Obligor has specifically reaffirmed in and through the bankruptcy proceeding his or her obligations related to the Loan);

(k)

Which has not been subordinated, rescinded or released from its lien in whole or in part (if applicable) and has not been waived, altered, or modified in any respects, except by instruments identified in the related Records;

(l)

Which is not a loan to the federal or any State or local government or any governmental agency; and

(m)

Which does not provide for the substitution or exchange of any collateral (as applicable).

“Excluded Information” means information or documentation excluded from the Review File or redacted from documents left in the Review File relating only to attorney-client correspondence or other attorney-privileged information from attorneys or prepared in anticipation of litigation.

“ Governmental Authority ” shall mean any government or any agency, regulatory authority, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

“Loans” means, collectively, the loan obligations and debts described on Appendix B attached to this Agreement and evidenced by the Notes, which includes: (i) the Notes; (ii) all rights to Collections and all of Seller’s other rights, title and interests in and to the Loans and Notes, specifically including, all accrued interest and late charges; (iii) each Collateral Document; (iv) all rights, title, interests, powers, liens or security interests of the Seller in, to or under each Collateral Document; (v) all Collections received by the Seller on or after the Closing Date and then or thereafter actually collected in good funds; (vi) any right, claim or cause of action, and any liability or counterclaim associated therewith, arising out of or in connection with litigation pending, if any; (vii) any judgment or execution based upon the Notes or any Collateral Document, to the extent attributable thereto, and any lien arising from any such

A- 2

judgment or execution; and (viii) all other documents held by the Seller contained in the Review Files with respect to the Loans.

“Loan Documents” means all documents, agreements, correspondence, notices and other matters evidencing, relating to or arising out of the Loans, including without limitation, all Notes, Loan agreements, Collateral Documents, Review Files, and court pleadings relating to Loans.

“Notes” means, collectively, each promissory note, loan agreement or other instrument evidencing the indebtedness listed on Appendix B attached hereto, including, without limitation, all modifications, restructurings, extensions, consolidations, replacements and amendments of the same and including all promissory notes made payable by the applicable Obligor identified on Appendix B to the Seller that were renewed or refinanced.

“Obligor” means the borrower of a specific loan and the maker and co-maker of the Notes and any guarantor, surety or other primary, secondary or other party obligated with respect to the Loan or any performance or payment obligation in connection therewith.

“Person” means an individual, partnership, corporation, limited liability company, trust, association, joint venture, Governmental Authority or other entity of any kind.

“Purchase Price” means Nineteen Million, Nine Hundred Eighty-Nine Thousand, Nine Hundred Ninety-Six and 00/100 ($19,989,996.00), which amount is equal to 100% of the principal amount outstanding on the Loans as of the close of business the day preceding the Closing Date plus all accrued but uncollected interest and fees applied to the Loans as of the close of business the day preceding the Closing Date.

“Purchased Assets” is defined in Section 2 of this Agreement.

“Receivables” is defined in the recitals of this Agreement.

“Record” means, for any Loan, all contacts, books, records and other documents or information (including tapes electronic or otherwise and disks, to the extent legally transferable) relating to such Loan and held by or on behalf of the Seller, which shall include the Loan contract, the credit application fully executed by the Obligor, and any and all other documents that the Seller (or its designee) shall have kept on file in accordance with its customary procedures relating to a Loan.

“Review File” means all instruments and documents in the files of the Seller pertaining to the Loans, including, without limitation, the Notes and any Collateral Documents and any loan summaries prepared by the Seller, but excluding any Excluded Information.

“Sale Documents” means, collectively, this Agreement, all attachments hereto and all other instruments, agreements, certificates and other documents at any time executed and delivered by or on behalf of the Seller and/or the Buyers in connection with the consummation of the transactions contemplated by this Agreement, including the Servicing Agreement.

“Seller” is defined in the preamble hereto and shall also mean and include its successors and assigns.

“Servicer” is defined in the recitals of this Agreement.

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“Servicing Agreement” is defined in the recitals of this Agreement.

A- 4

ATTACHMENT 1

Form of Bill of Sale

BILL OF SALE

This Bill of Sale is executed and delivered by GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company, located in Atlanta, Georgia (the “Seller”), to Robert Sheft (“ Sheft ”), Robert Sheft 2012 Trust (“Sheft Trust”), and Zalik Family Dynasty Trust I, LLC (“ Zalik ” and, together with Sheft, the “ Buyers ”), pursuant to the Purchase and Sale Agreement dated as of November 30th, 2016 (the “ Purchase and Sale Agreement ”) by and between the Seller and the Buyers. All of the terms and provisions of the Purchase and Sale Agreement are incorporated into this Bill of Sale by reference as if set forth in their entirety herein.

For and in consideration of the payment by Buyers to Seller of the Purchase Price (as defined in the Purchase and Sale Agreement) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller hereby sells, conveys, assigns, transfers and sets over to Sheft an 18% undivided interest in all of the Seller’s right, title and interest in and to the Purchased Assets, to Sheft Trust a 32% undivided interest in all of the Seller’s right, title and interest in and to the Purchased Assets and to Zalik a 50% undivided interest in all of the Seller’s right, title and interest in and to the Purchased Assets (such percentage with respect to Sheft, Sheft Trust, or Zalik, as applicable, the “ Percentage Interest ”).

The Seller hereby warrants to the Buyers that there is hereby conveyed to the Buyers, in accordance with their respective Percentage Interests, good and marketable title to the Purchased Assets, free and clear of any liens, encumbrances or charges whatsoever.

THIS BILL OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE PURCHASE AND SALE AGREEMENT.

In the event that any provision of this Bill of Sale is construed to conflict with a provision in the Purchase and Sale Agreement, the provision in the Purchase and Sale Agreement shall be deemed to be controlling.

EXECUTED as of this 30 ^th day of November, 2016.

	SELLER :

	GREENSKY, LLC

	By:
		(Signature)

	Name:
		(Print Name)

	Title:

ATTACHMENT 2

Form of Allonge

Allonge

Reference is made to the promissory notes (“ Notes ”) described on Exhibit A attached hereto, which Notes are currently payable to the order of GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC). It is intended that this Allonge be attached to and made a permanent part of the Notes.

Pay 18% to the order of Robert Sheft, 32% to the order of Robert Sheft 2012 Trust, and 50% to the order of Zalik Family Dynasty Trust I, LLC, without recourse except as otherwise contained in the Purchase and Sale Agreement, dated November __, 2016, by and between Robert Sheft, Robert Sheft 2012 Trust, and Zalik Family Dynasty Trust I, LLC and GreenSky, LLC.

Executed as of this 30 ^th day of November, 2016.

	GREENSKY, LLC

	By:
		(Signature)

	Name:
		(Print Name)

	Title:

Exhibit 10.21

SERVICING AGREEMENT

Dated as of November 30, 2016

by and between

GREENSKY, LLC,

ROBERT SHEFT,

ROBERT SHEFT 2012 TRUST,

and

ZALIK FAMILY DYNASTY TRUST I, LLC

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (the “ Servicing Agreement ”) dated as of November 30, 2016 (the “ Effective Date ”), by and between GREENSKY, LLC, a Georgia limited liability company (including its direct and indirect subsidiaries, “ Servicer ”), Robert Sheft (“Sheft”), Robert Sheft 2012 Trust (“Sheft Trust”), and Zalik Family Dynasty Trust I, LLC (“Zalik” and, together with Sheft and Sheft Trust, the “Buyers”). As used herein, “ Party ” shall mean Servicer or Buyers, as applicable, and “ Parties ” shall mean both Servicer and Buyers.

W I T N E S S E T H:

WHEREAS, the GreenSky ^® Program is a cooperative lending program administered by Servicer on behalf and under the direction and control of federally-insured, federal and state chartered lenders participating in the GreenSky ^® Program; and

WHEREAS, Servicer and Buyers have entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) pursuant to which Sheft acquired an 18% undivided interest, Sheft Trust acquired a 32% undivided interest, and Zalik acquired a 50% undivided interest (such percentage with respect to Sheft, Sheft Trust, or Zalik, as applicable, the “ Percentage Interest ”) in Servicer’s rights to, among other things, the receivables and all other rights to payments of any kind in respect of the Loans (as defined in the Purchase Agreement); and

WHEREAS, Buyers desire that Servicer perform certain servicing on behalf of, and at the direction and control of, Buyers with respect to the Loans, and Servicer is willing to perform that servicing; and

WHEREAS, Servicer will act as a first-party servicer in the name of the GreenSky ^® Program or Buyers when performing that servicing.

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used herein or in any certificate or document made or delivered pursuant hereto shall have the following meanings:

“ ACH Account ” shall mean the deposit account established by Servicer for the benefit of the lenders in the GreenSky® Program at Fifth Third Bank or such other financial institution customarily utilized by Servicer with respect to other lenders and approved by Buyers (which approval will not unreasonably be withheld or delayed), to which the Borrowers are instructed to remit ACH payments on the Loans.

“ Borrower ” shall mean, with respect to any Loan, the Person or Persons obligated to make payments with respect to such Loan.

“ Buyers’ Designated Accounts ” shall mean the blocked accounts designated by Sheft, Sheft Trust, and Zalik, respectively, to which Servicer transfers amounts received in the Lockbox or ACH Account in respect of any Loans, in accordance with Buyers’ respective Percentage Interests.

“ Buyers Margin ” shall have the meaning set forth in Section 3.02.

“[*****].

“ Base Rate ” shall have the meaning set forth in Section 3.02.

“ Business Day ” shall mean a day that banks are open for business and excluding Saturdays, Sundays and legal holidays.

“ Collections ” shall mean all cash, checks, notes, instruments and other items of payment.

“ Confidential Information ” shall mean (a) all non-public personal information, (b) all documents, materials, data, and/or information in whatever form or format (including without limitation electronic media) that relates to the performance of servicing or Loans or that relates to the business systems, practices, know-how, documents, reports, plans, proposals, forecasts, personnel, policies, training materials, complaints, or business continuity plans of the disclosing party and that is not generally known to the public, and (c) information that the disclosing party designates in writing as confidential or proprietary information or that the receiving party has reasons to know is confidential or proprietary information. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (i) information that the receiving party is required by Law or Governmental Authority to disclose, provided that such disclosure is limited to disclosing only the reasonably required information in the manner required, (ii) information that otherwise becomes public other than as a result of action by the receiving party, and (iii) information that the receiving party can demonstrate that it developed without reference to the information received from the disclosing party.

“[*****].

“ Financial Condition Event ” shall have the meaning set forth in Section 4.01.

“ Governmental Requirements ” means, collectively, all federal and state statutes, codes, ordinances, laws, and regulations that may apply to Servicer or a Buyer either now or in the future relating to the Servicing of the Loans, including, but not limited to, applicable federal, state and local consumer protection laws, the federal Truth in Lending Act (Regulation Z), the Equal Credit Opportunity Act (Regulation B), the federal Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, the Telephone Consumer Protection Act, and the Fair and Accurate Credit Transactions Act of 2003, the Bank Service Company Act, the Bank Secrecy Act, the Gramm-Leach-Bliley Act (Regulation P), and privacy and anti-money laundering laws, and all regulations, rules, orders, guidance, directives, interpretations and decrees of any Governmental Authority related thereto.

“ Indemnified Parties ” shall have the meaning set forth in Section 7.14.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.14.

“ Licensed Technology ” shall have the meaning set forth in Section 2.04.

“ Loan ” shall have the meaning set forth in the Purchase Agreement.

“ Lockbox ” shall mean the lockbox established by Servicer for the benefit of the lenders in the GreenSky® Program at Wells Fargo or such other financial institution customarily utilized by Servicer with respect to other lenders and approved by Buyers (which approval will not unreasonably be withheld or delayed), to which the Borrowers are instructed to remit check payments on the Loans.

“ Monthly Accounting ” shall have the meaning set forth in Section 3.01(b).

“ Outstanding Balance ” shall mean, as of any specified date, the original principal amount of a Loan plus any additional Loan draws (if any), plus the amount of any interest, fees or other amounts due under or with respect to such Loan minus any payments, credits, or other amounts credited against such Loan, all as contemplated by this Servicing Agreement.

“ Payment Date ” shall mean the eighth Business Day of a month.

“ Performance Fee ” shall have the meaning set forth in Section 3.01(c).

“ Portfolio Credit Losses ” shall mean, for each calendar month, an amount equal to (a) the Outstanding Balance of all Loans that become past due by 90 or more days during such month or for which Servicer became aware during such month that the sole Borrower or all co-Borrowers (as applicable) are the subject of a bankruptcy or similar proceeding or have died, plus (b) to the extent Buyers are not otherwise compensated therefor, the portions of the Outstanding Balance of all Loans that have been waived, forgiven, compromised or settled during such month (other than for Loans that were previously included in Portfolio Credit Losses pursuant to clause (a)). For the avoidance of doubt, in no event shall the Portfolio Credit Losses for a particular month include any amounts that were previously included in Portfolio Credit Losses for a prior month or for which Buyers were otherwise compensated.

“[*****].

“ Program Agreements ” shall mean the agreements entered into from time to time between Servicer (or its Affiliates) and Program Merchants under which Servicer provides clerical, ministerial, and administrative services to lenders in their origination of loans for the benefit of lenders participating in the GreenSky ^® Program.

“ Purchase Agreement ” shall have the meaning set forth in the Recitals.

“ Servicer Default ” shall have the meaning set forth in Section 4.01.

“ Service Transfer ” shall have the meaning set forth in Section 4.02(b).

“ Servicing ” shall have the meaning set forth in Section 2.01(b).

“ Servicing Fee ” shall have the meaning set forth in Section 3.01(b).

“ Sponsors ” shall mean sponsors of Program Merchants that refer Program Merchants to participate in the GreenSky ^® Program.

“ Successor Servicer ” shall have the meaning set forth in Section 4.02(a).

“ Termination Notice ” shall have the meaning set forth in Section 4.01.

“[*****].

Section 1.02 Other Definitional Provisions .

(a) All terms defined in this Servicing Agreement shall have the defined meanings when used in any notice or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “hereof,” “herein” and “hereunder” and any words of similar import when used in this Servicing Agreement shall refer to this Servicing Agreement as a whole and not to any particular provision of this Servicing Agreement; and section and schedule references contained in this Servicing Agreement are references to sections and schedules in or to this Servicing Agreement unless otherwise specified.

ARTICLE II

ADMINISTRATION AND SERVICING OF LOANS

Section 2.01 Servicing .

(a) Buyers hereby appoint Servicer to service the Loans substantially in accordance with the common servicing standards established for the GreenSky ^® Program as provided herein.

(b) Servicer agrees to service the Loans on behalf of, and at the direction and control of, Buyers in accordance with the customary industry servicing practices of prudent lending institutions that service loans of the same type as the Loans, which shall include, but not be limited to, account opening, transaction processing, customer service, statement generation, reporting, billing, repayment disbursements, management, administration, collection, customer service, and consumer complaint identification, monitoring and resolution, in accordance, where applicable, with the criteria established and adopted by Buyers and set forth in this Servicing Agreement including Schedule A (“ Servicing ”).

(c) Servicer agrees to timely deliver to Buyers the servicer reports with respect to the Loans as are set forth on Schedule B .

(d) Under the supervision and control of Buyers, and in the Buyers’ name, Servicer shall have full power and authority to do any and all things on behalf of Buyers in connection with such Servicing that are reasonably necessary or desirable for the benefit of Buyers, provided that except as provided herein, until a Loan is 90 or more days past due, and thereafter if Servicer has not compensated Buyers for the related Portfolio Credit Loss, Servicer shall not, without the prior approval of Buyers, (i) modify the terms of the Loans, including, but not limited to, interest rate and maturity date, or (ii) waive Borrower payment delinquencies.

(i) Notwithstanding the generality of the foregoing, for Buyers’ benefit, Buyers authorize Servicer to settle all Borrower complaints and disputes on behalf of, and in the name of, Buyers, provided that any such settlement may involve a total amount (principal, finance charges, and fees) of no more than $20,000.00. Such authority includes, without limitation, filing chargebacks with the applicable payment card network, enforcing contractual rights to reimbursement or refunds from Program Merchants and Sponsors, crediting Borrower(s) accounts, and executing settlement and release agreements adopted by Buyers substantially in the form attached hereto as Schedule D . In the event that any settlement amount would exceed $20,000.00, Servicer will consult with Buyers for final settlement authority.

(e) Without limiting the generality of the foregoing, Servicer, on behalf of, and subject at all times to the direction and control of, Buyers, agrees to: (i) timely invoice each Borrower for all payments required to be paid by such Borrower, which invoice may be electronic, (ii) direct each Borrower to remit such payments due by such Borrower directly to the Lockbox, the ACH Account, or otherwise as instructed by Buyers, (iii) forward to the Lockbox or arrange disbursement in accordance with the terms hereof of any amounts that should have been deposited into the Lockbox, but were not so deposited, within 2 Business Days of receiving funds from a Borrower, or, if such amounts are not accompanied by a payment coupon or otherwise are unidentifiable, as soon thereafter as practicable after they are identified as being attributable to a Loan, and promptly thereafter instruct the bank maintaining the Lockbox to transfer such amounts to the Buyers’ Designated Accounts, in accordance with Buyers’ respective Percentage Interests, (iv) reconcile the funds in the ACH Account and instruct the bank maintaining the ACH Account to transfer any amounts received in the ACH Account from a Borrower to the Buyers’ Designated Accounts, in accordance with Buyer’s respective Percentage Interests, within 2 Business Days of receiving funds from a Borrower or, if such funds cannot be identified as being attributable to a particular Loan, as soon thereafter as practicable after they are identified as being attributable to a Loan, and (v) maintain with respect to each Loan, complete and accurate records in accordance with customary industry practices.

(f) Buyers shall own and have reasonable access to all Borrower records including, but not limited to, Loan documents, at such time and in such commercially reasonable manner as shall

be requested by Buyers. Buyers may utilize such records for the purposes of marketing Buyers’ products and services to Borrowers as permitted by Law and the terms of the GreenSky ^® Program but subject to any limitations imposed by the Program Agreement(s). Notwithstanding anything herein to the contrary, since the receivables and other rights to payment with respect to the Loans are at all times the sole property of Buyers, Buyers shall have the unconditional right, at any time and from time to time, to take possession of the original Loan documents or other original evidence of the debt owed by any Borrower, and Servicer shall promptly deliver the same to Buyers on Buyers’ request.

(g) Servicer shall not institute collection litigation with respect to a Loan without the prior express written consent of Buyers, and Servicer shall not be obligated to institute collection litigation unless it concludes that it is commercially reasonable.

(h) Servicer shall pay all of its expenses incurred in connection with the Servicing of the Loans, which for the avoidance of doubt shall not include state documentary taxes.

Section 2.02 Compliance .

(a) Buyers will adopt, and Servicer will administer, policies and procedures for the GreenSky ^® Program reasonably designed to ensure compliance with Governmental Requirements.

(b) Servicer agrees to observe and comply with all Governmental Requirements applicable to the Servicing of the Loans.

Section 2.03 Audit Rights . Buyers may audit Servicer for compliance with the terms of this Servicing Agreement and applicable Law relating to Servicer’s performance of its obligations under this Servicing Agreement. Servicer agrees to make available its facilities, personnel and records to Buyers and their respective auditors when reasonably requested by Buyers: (i) on a quarterly basis or such other frequency reasonably agreed by Servicer and Buyers to enable Buyers or their respective auditors to perform agreed upon audit procedures on Servicer’s accounting, information technology, Loan origination, Loan servicing and collection policies and operations, and to review such other information or data necessary for Buyers to perform risk and compliance analysis with respect to the services being provided by Servicer pursuant to this Servicing Agreement, and (ii) on a quarterly basis to permit statistical sampling to confirm the performance of the Loans. Servicer agrees to respond to Buyers in writing within 30 days of its receipt of written notice of any material deficiencies identified during these audits, and, in the event that Servicer does not correct any deficiencies material to the Loans taken as a whole identified during these audits within 30 days of Servicer’s response to Buyers, then it shall be deemed to be a “ Noncompliance Event .” Buyers’ failure to exercise its right to audit Servicer pursuant to this Section shall not act as a waiver of any of its rights or remedies under this Servicing Agreement. Each Party shall make available its facilities, personnel and records with regard to the matters relating to the Loans and Servicer’s performance of its obligations under this Servicing Agreement for examination or audit when requested by a Governmental Authority with jurisdiction over the other Party.

Section 2.04 Technology License . In furtherance of the activities contemplated by this Servicing Agreement, Servicer grants Buyers a non-exclusive, nontransferable, nonsublicensable, revocable license to use Servicer’s GreenSky ^® Program technology platform (the “ Licensed Technology ”) during the period that Servicer is acting as the servicer under this Servicing Agreement solely for the purposes of, and in connection with, Buyers’ participation in the GreenSky ^® Program. Buyers acknowledge and agree that Servicer will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Technology (including any and all modifications or derivative works thereof) and all intellectual property rights relating thereto, and Buyers do not and will not have or acquire any ownership interest in the Licensed Technology (or any modifications or derivative works thereof) or any intellectual property rights relating thereto under or in connection with this Servicing Agreement.

ARTICLE III

PERFORMANCE FEE AND SERVICING FEE

Section 3.01 Servicing Fee and Performance Fee .

(a) [*****].

(b) No later than the eighth Business Day of each month during the term of this Servicing Agreement, Servicer shall provide to Buyers a “ Monthly Accounting ” with respect to the prior month calculated as follows:

[*****].

Section 3.02 Certain Definitions Related to Performance Fee .

[*****].

ARTICLE IV

SERVICER DEFAULTS

Section 4.01 Servicer Defaults . If any one of the following events (a “ Servicer Default ”) shall occur and be continuing:

(a) any failure by Servicer to make any payment, transfer or deposit or to give instructions to bank holding the Lockbox or ACH Account to make such payment, transfer or deposit on or before the date occurring 3 Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Servicing Agreement, provided however, that where such failure is due to oversight, error or any other reason not including bad faith on the part of Servicer, such 3 Business Day period shall commence upon notice to Servicer from Buyers;

(b) any failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement and which continues unremedied for a period of 30 days after the date on

which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Buyers;

(d) any Non-Compliance Event; or

(e) Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all its property, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of 60 days or an order or decree providing for such relief shall have been entered; or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, Buyers, by notice given to Servicer (a “ Termination Notice ”), may terminate all, but not less than all, of the rights and obligations of Servicer as servicer under this Servicing Agreement and appoint a Successor Servicer, subject to Section 4.2.

Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Default (i) under paragraph (a) above for a period of 10 Business Days after the applicable grace period or (ii) under paragraph (b), (c) or (d) above for a period of 15 Business Days after the applicable grace period, if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, terrorism, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement, and Servicer shall provide Buyers with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

In addition, if Servicer experiences a material deterioration in its financial condition such that Servicer is unable to fulfill its obligations under this Servicing Agreement in a material respect (such material deterioration in financial condition, a “ Financial Condition Event ”), Servicer shall promptly give notice to Buyers of such Financial Condition Event. Each of Buyers and Servicer shall have the right, at their respective option, to terminate all, but not less than all, of the rights and obligations of Servicer as servicer under this Servicing Agreement and have Buyers appoint a

Successor Servicer, subject to Section 4.2, by providing a Termination Notice to the other party upon 90 days prior written notice, unless Servicer cures such Financial Condition Event within such 90 days. If a Financial Condition Event is not cured within such 90 days, then such Financial Condition Event shall constitute a Servicer Default.

Section 4.02 Appointment of Successor .

(a) On and after the receipt by Servicer of a Termination Notice pursuant to Section 4.01, Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Buyers (provided, with respect to an event specified in Section 4.01(b) or (c), such date shall not be less than 60 days after Servicer’s receipt of the initial notice from Buyers identifying the occurrence of such event) or until a date mutually agreed upon by Servicer and Buyers. Buyers shall, as promptly as possible after the giving of a Termination Notice, appoint on commercially reasonable terms a third party servicing entity selected by Buyers in their sole discretion, or itself on commercially reasonable terms, as the successor servicer (the “ Successor Servicer ”), and such Successor Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Buyers. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Buyers, without further action, shall automatically be appointed on commercially reasonably terms the Successor Servicer.

(b) After a Successor Servicer is appointed by Buyers and is fully performing the servicing duties, all authority and power of Servicer under this Servicing Agreement, except for the right to receive payment under Section 4.02(d), shall pass to and be vested in the Successor Servicer (a “ Service Transfer ”) and, without limitation, Buyers are hereby authorized and empowered (upon the failure of Servicer to cooperate) to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. Servicer agrees to cooperate with Buyers and such Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Loans provided for under this Servicing Agreement, including all authority over all Collections that shall on the date of transfer be held by Servicer for deposit, or which have been deposited in the Lockbox or ACH Account, or which thereafter shall be received with respect to the Loans, and in assisting the Successor Servicer. Servicer shall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement. Within 10 Business Days after a Service Transfer, Servicer shall transfer its electronic records relating to the Loans to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing and enforcement of the Loans in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests.

(d) From and after the termination of the servicing by Servicer, the Servicing Fee due to Servicer under Section 3.01(a) shall be reduced by the commercially reasonable servicing fee in accordance with Section 4.02(b) paid by Buyers to the Successor Servicer, but (i) the remainder of the Servicing Fee, (ii) the Performance Fee, and (iii) the balance of the Portfolio Escrow Account shall be paid to Servicer as contemplated by Article III. In the event that Buyers serve as a Successor Servicer, the Servicing Fee due to Servicer under Article III shall be reduced by the reasonable amount that Buyers would have to pay to an independent Successor Servicer in an arms’ length transaction.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of Servicer . Servicer represents and warrants to Buyers as follows:

(b) Servicer has all necessary company power and authority to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Servicer of the transactions contemplated hereby have been duly authorized by all necessary company action on the part of Servicer, and this Servicing Agreement has been duly executed and delivered by Servicer and constitutes the valid and binding obligation of Servicer, enforceable against Servicer in accordance with its terms (except as such enforcement may be limited by bankruptcy and other laws affecting the rights of creditors generally and by general equity principles).

(c) Neither the execution and delivery of this Servicing Agreement by Servicer nor the consummation of the transactions contemplated by this Servicing Agreement by Servicer will (i) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which Servicer is a party or by which Servicer is bound, (ii) violate the governing documents of Servicer, (iii) result in the creation of any lien, charge or encumbrance upon any of the Loans (except pursuant to the terms hereof), (iv) require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound, or (v) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound.

(d) There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which Servicer is a party, or by which it is bound, which materially adversely affects Servicer’s ability to consummate the transactions or obligations contemplated.

(e) No consent of any Person (including without limitation any member or creditor of Servicer) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained) in connection with the execution or delivery of this Servicing Agreement by Servicer, the validity of this Servicing Agreement with respect to Servicer, the enforceability of this Servicing Agreement against Servicer, the consummation by Servicer of the transactions contemplated hereby or the performance by Servicer of its obligations hereunder, except insofar as the absence thereof would not result in a materially adverse impact on Servicer, Buyers or the Loans.

(f) No event has occurred and is existing which would have a material adverse effect on the financial condition or operations of Servicer or its ability to perform its obligations hereunder.

(g) Servicer has complied in all material respects with all applicable Laws, Orders, judgments, injunctions, decrees or awards to which it is subject and that relate in any way to this Servicing Agreement or the performance by Servicer of its obligations hereunder. Servicer has in effect all Permits necessary for it to own, lease, or operate its assets and to carry on its business in all material respects as now conducted, and such Permits are in full force and effect, and there has occurred no Default under any such Permit. Servicer is not in receipt of any written notification or communication from any Governmental Authority (i) asserting that Servicer is not in compliance with any of the Laws or Orders that such Governmental Authority enforces where such noncompliance would have a materially adverse effect on Servicer’s ability to perform its obligations hereunder, (ii) threatening to revoke any Permits that are material to Servicer’s performance of its obligations hereunder, or (iii) requiring Servicer to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts the conduct of its business in a manner that would have a materially adverse effect on the ability of Servicer to perform its obligations hereunder.

(h) This Servicing Agreement constitutes a legal, valid, and binding obligation of Servicer enforceable against Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or general principles of equity.

(i) Assuming the accuracy of the information provided by Borrowers, all information and documentation relating to the Loans submitted to Buyers by Servicer pursuant to this Servicing Agreement is true and correct in all material respects and accurately reflects the status of each Loan and the indebtedness to which such documentation relates.

Section 5.02 Representations and Warranties of Buyers . Buyers represent and warrant to Servicer as follows:

(a) Zalik is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Each Buyer has all necessary capacity and authority with respect to Sheft and Sheft Trust, and corporate power and authority with respect to Zalik, to enter into this Servicing Agreement and to perform all of the obligations to be performed by it under this Servicing Agreement. This Servicing Agreement and the consummation by Zalik of the transactions contemplated hereby have been duly authorized by all corporate action of Zalik, and this Servicing Agreement has been duly executed and delivered by each Buyer and constitutes the valid and binding obligation of each Buyer, enforceable against each Buyer in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other laws relating to or affecting creditors’ rights generally and by general equity principles).

(c) Neither the execution and delivery of this Servicing Agreement by each Buyer nor the consummation of the transactions contemplated by this Servicing Agreement by each Buyer, will (i) conflict with, result in the breach of, constitute a default under, or accelerate the performance provided by the terms of any contract, instrument or commitment to which such Buyer is a party or by which it is bound, (ii) violate the certificate of incorporation or bylaws, or other equivalent organizational document of Zalik, (iii) require any consent or approval under any judgment, order, writ, decree, permit or license to which such Buyer is a party or by which it is bound, or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which such Buyer is a party or by which it is bound.

(d) There is no claim, or any litigation, proceeding, arbitration, investigation or controversy pending, to which any Buyer is a party or by which it is bound, which materially adversely affects such Buyer’s ability to consummate the transactions contemplated hereby.

(e) No consent of any Person (including without limitation any equity owner or creditor of either Buyer, as applicable) and no consent, license, permit or approval or authorization or exemption by notice or report to, or registration, filing or declaration with, any Governmental Authority is required (other than those previously obtained) in connection with the execution or delivery of this Servicing Agreement by either Buyer, the validity of this Servicing Agreement with respect to either Buyer, the enforceability of this Servicing Agreement against either Buyer, the consummation by either Buyer of the transactions contemplated hereby, or the performance of either Buyer of its obligations hereunder, except insofar as the absence thereof would not result in a materially adverse impact on Buyers, Servicer, or the Loans.

(f) No Buyer is in receipt of any written notification or communication from any Governmental Authority (i) asserting that such Buyer is not in compliance with any of the Laws or Orders that such Governmental Authority enforces where such noncompliance would have a materially adverse effect on such Buyer’s ability to perform its obligations hereunder, (ii) threatening to revoke any Permits that are material to such Buyer’s performance of its obligations hereunder, or (iii) requiring such Buyer to enter into or consent to the issuance of a cease and desist order, consent order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its business or in any manner relates to capital adequacy, credit or reserve policies or management that would have a materially adverse effect on the ability of such Buyer to perform its obligations hereunder.

ARTICLE VI

TERM AND TERMINATION

Section 6.01 Term . This Servicing Agreement shall begin on the Effective Date and end on the date that all Loans have been repaid. For the avoidance of doubt, Buyers shall have the right to terminate Servicer’s Servicing under this Servicing Agreement under the circumstances set forth in Article IV.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Amendment . This Servicing Agreement may not be modified or amended except by a writing executed by Servicer and Buyers.

If to Servicer:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: President

With copy to:	GreenSky, LLC
	5565 Glenridge Connector, Suite 700
	Atlanta, Georgia 30342
	Attention: General Counsel

If to Sheft:	Robert Sheft
	## #### ##### ##### ####, ##
	######### ####
	#######, ## #####
	Attention: Robert Sheft

If to Sheft Trust:	Robert Sheft 2012 Trust
	## #### ##### ##### ####, ##
	######### ####
	#######, ## #####
	Attention: Hope Sheft and Richard Sheft

If to Zalik:	Zalik Family Dynasty Trust I, LLC
	## ##### ##### #### ##
	#######, ## #####
	Attention: ##### Zalik

Any Party shall have the right to change its notice address to another address within the continental United States of America upon providing notice to the other Parties.

Section 7.05 Assignment . This Servicing Agreement is binding upon the Parties and their successors and assigns. Any Party may assign this Servicing Agreement or delegate part or all of its rights or obligations hereunder to a financially responsible Affiliate. In addition, each Buyer may sell, assign, convey or grant a security interest in all or part of its rights in the Loans to any Person without limitation or restriction provided that any Person that acquires any interest therein agrees to be bound by the terms of this Servicing Agreement, and Servicer may assign its interest hereunder as part of the sale of all or substantially all of its assets or business. Otherwise, no Party can assign this Servicing Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which may be withheld. Any purported assignment to a Person, without such prior written consent shall be void.

Section 7.06 Further Assurances . Servicer and Buyers agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party more fully to effect the purposes of this Servicing Agreement, including, without limitation, the authorization or execution of any financing statements or amendments thereto or equivalent documents relating to the Loans for filing under the provisions

of the UCC or other law of any applicable jurisdiction and to provide prompt notification to the other Party of any change in the name or the type or jurisdiction of organization of such Party.

Section 7.07 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of Servicer or Buyers, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.11 Headings . The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.12 Survival . All representations, warranties and agreements contained in this Servicing Agreement shall remain operative and in full force and effect and shall survive until the termination of this Servicing Agreement. In addition, the termination or expiration of this Servicing Agreement shall not affect the rights of any Party to recover for breaches occurring prior thereto or with respect to provisions of this Servicing Agreement that by their terms continue after termination.

Section 7.13 Damages . Subject to Section 7.15, each Party shall be entitled to all monetary and equitable relief awarded to them by an arbitrator or, if applicable, a court, for a breach by the other Party of its representations, warranties, covenants or other agreements contained in this Servicing Agreement.

Section 7.14 Indemnification . To the fullest extent permitted by law, each Party hereby agrees to indemnify, defend and hold harmless the other Party, its affiliates, officers, directors, managers, employees and agents from and against any and all losses, liabilities, claims, demands, damages, penalties, fines costs and expenses (including actual, reasonable attorneys’ fees and disbursements) of every, kind, nature and description sustained or incurred by the indemnified parties, or any of them, that arise out of or relate to any gross negligence, willful

misconduct or bad faith by the indemnifying party in connection with this Servicing Agreement, or the transactions contemplated herein.

Section 7.15 Types of Damages . Notwithstanding the foregoing, or any breach of contract or other remedies provided for under applicable Law, in no event shall any Party, or any of their respective affiliates, officers, directors, managers, employees, or agents be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any type whatsoever, including without limitation lost profits (even if advised of the possibility thereof) arising in any way from the transactions contemplated hereunder, except insofar as (a) the Performance Fee and Servicing Fee may be deemed to embody these types of damages, or (b) such damages have been determined by a court of competent jurisdiction to be due to an unrelated third party.

Section 7.16 Arbitration . If there shall be any dispute arising out of or in any way relating to this Servicing Agreement, the contemplated transactions, any document referred to or incorporated herein by reference or centrally related to the subject matter hereof, or the subject matter of any of the same, the Parties covenant and agree as follows:

(a) The Parties shall first use their reasonable best efforts to resolve such dispute among themselves, with or without mediation.

(b) If the Parties are unable to resolve such dispute among themselves, such dispute shall be submitted to mandatory binding arbitration in Atlanta, Georgia under the auspices of, and pursuant to the rules of, the American Arbitration Association’s Commercial Arbitration Rules as then in effect, or such other procedures as the Parties may agree to at the time, before an arbitrator, who shall be selected by the Parties to the dispute. Any award issued as a result of such arbitration shall be final and binding between the Parties. After the Parties have complied with the mandatory arbitration provisions in this Section 7.16, the Parties agree that all subsequent actions or proceedings arising in connection with or related to this Servicing Agreement, including the enforcement of any arbitration award or decision hereunder, shall be tried and determined only in the state or federal courts located in Atlanta, Georgia. Each Party acknowledges that it has voluntarily and knowingly entered into an agreement to arbitration under this Section 7.16 by executing this Servicing Agreement. The Parties agree to abide by and perform any award or decision rendered by the arbitrators. The Parties covenant and agree to act as expeditiously as practicable in order to resolve all disputes by arbitration. Notwithstanding anything in this Section 7.16 to the contrary, no Party shall be precluded from seeking court action if the action sought is either injunctive action, a restraining order or other equitable relief.

(c) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER ARISING OUT OF THIS SERVICING AGREEMENT. Each Party acknowledges that it has been represented by legal counsel of its own choosing and has been advised of the intent, scope and effect of this Section 7.16 and has voluntarily entered into this Servicing Agreement and this Section 7.16.

Section 7.17 Confidential Information . Each Party agrees to maintain theconfidentiality of the Confidential Information that it receives from the other party, provided that nothing herein shall limit the ability of a Party to disclose such information to a subsidiary, parent, investor, or subcontractor, provided such recipient is subject to the foregoing confidentiality obligation. In additional, notwithstanding the foregoing, Buyers shall at all times be entitled to disclose Confidential Information to Governmental Authorities, Servicer shall at all times be entitled to disclose aggregated performance data and other information that does not by its nature identify an individual Borrower or identify groups of Loans, and both Parties shall be entitled to disclose Confidential Information to their auditors, attorneys and other professionals who are under a general duty of confidentiality.

Section 7.18 Buyer Representative.

(a) By its execution of this Servicing Agreement, Zalik hereby appoints Sheft as his true and lawful agent and attorney-in-fact, and hereby delegates Sheft, to act in the name, place and stead of Zalik with respect to the performance on behalf of Buyers under the terms and provisions of this Servicing Agreement, as the same may be amended from time to time, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Sheft shall deem necessary or appropriate in connection with any of the transactions contemplated under this Servicing Agreement, including, without limitation, the power (i) to take all action necessary to consummate the transactions contemplated hereby, including the resolution of any disputes hereunder and/or settlement of any indemnification claims, (ii) to give and receive all notices required to be given under this Servicing Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of Buyers by the terms of this Servicing Agreement. Notwithstanding anything to the contrary contained in this Servicing Agreement, Sheft shall have the sole authority to act on behalf of the Buyers with respect to the foregoing matters, and Zalik shall not have any authority to act on its own behalf or on behalf of Sheft with respect to such matters; provided, however, (a) Zalik shall retain the sole authority to sell, assign, convey or grant a security interest in all or part of its rights in the Loans pursuant to Section 7.05, (b) this Servicing Agreement may not be modified or amended without Zalik’s prior written consent, and (c) Sheft may not waive Zalik’s rights to any payments due to Zalik pursuant to this Servicing Agreement without Zalik’s prior written consent. Zalik reserves the right to revoke the foregoing appointment at any time upon written notice to Servicer and Sheft

(b) By Zalik’s execution of this Servicing Agreement, it is agreed that (unless and until the power of attorney granted in Section 7.17(a) is revoked by Zalik): (i) Servicer shall be entitled to rely conclusively on the instructions and decisions of Sheft as to any actions required or permitted to be taken by Sheft hereunder, and no party hereunder shall have any cause of action against Servicer for any action taken by Servicer in reliance upon the instructions or decisions of Sheft; (ii) the provisions of this Section 7.17 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable; (iii) remedies available at law for any breach of the provisions of this Section 7.17 are inadequate, and, accordingly, Servicer shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if Servicer brings an action to enforce the provisions of this Section 7.17; and (iv) the provisions of this Section 7.17 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of Zalik, and any references in this Section 7.17 to Zalik shall mean and include the successors

to the rights of Zalik hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

[Remainder of the page intentionally left blank, Signature Page follows]

IN WITNESS WHEREOF, Servicer and Buyers have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

	GREENSKY, LLC

	By:	/s/ Robert Partlow

	Name:	Robert Partlow

	Title:	CFO

	BUYERS:

	/s/ Robert Sheft
	Robert Sheft

	ROBERT SHEFT 2012 TRUST

	By:	/s/ Hope G. Sheft

	Name:	Hope G. Sheft

	Title:	Trustee

	ZALIK FAMILY DYNASTY TRUST I, LLC

	By:	/s/ Helen Zalik

	Name:	Helen Zalik

	Title:	Manager

Exhibit 10.22

Advisory Services Agreement

This Advisory services Agreement (“ Agreement ”) is made and entered into as of the 1st day of January, 2014, by and between GreenSky Trade Credit, LLC, a Georgia limited liability company (the “ Company ”), and QED INVESTORS, LLC, a Delaware limited liability company (“ QED ”).

Recitals

A. The Company desires to retain QED on an independent contractor basis to provide certain advisory services to the Company;

B. The Company and QED desire to enter into this Agreement, on the terms and conditions set forth below.

Agreement

In consideration of the foregoing and of the mutual promises and covenants set forth below, the parties agree as follows:

1. Advisory Services Term . The parties desire to enter into an advisory services relationship as provided in this Agreement. This Agreement will extend for a period of five years from the date first written above (the “ Term ”), unless terminated by either party pursuant to Section 6 of this Agreement. The term of this Agreement may be extended by mutual written agreement of the parties.

2. Services. During the Term, QED will provide the services described under the applicable heading on Exhibit A to this Agreement.

3. Compensation; Expenses. Subject to the terms and conditions of this Agreement, as compensation for QED’s services, the Company will issue QED Fund II, L.P. a warrant to purchase 130,464.02 Class A Units of the Company in the form attached hereto as Exhibit B . In addition, the Company will reimburse QED, consistent with its customary reimbursement policy for Managers, for reasonable expenses incurred in connection with the services provided under this Agreement, all reasonable out-of-pocket travel expenses incurred by the QED partner in connection with travel by such QED partner on behalf of or at the request of the Company. Unless the Managers of the Company conclude in good faith that applicable law requires otherwise, (a) any taxable income resulting from the payment of the advisory services fee shall be reported as taxable income of QED Fund II, L.P., and (b) the Company will not report any such taxable income to QED, any individual partner or principal of QED or their affiliates.

4. Representations of QED. QED hereby represents and warrants to the Company that (i) it has full right and authority to enter into this Agreement and to perform its obligations under this Agreement, and (ii) the execution and delivery of this Agreement by QED and the performance of QED’s obligations under this Agreement will not conflict with or breach any agreement, order or decree to which QED is a party or by which it is bound.

5. Representations of the Company. The Company hereby represents and warrants to QED that (i) it has full right and authority to enter into this Agreement and to perform its obligations under this Agreement, and (ii) the execution and delivery of this Agreement by the Company and the performance of the Company’s obligations under this Agreement will not conflict with or breach any agreement, order or decree to which the Company is a party or by which it is bound.

6. Termination by the Company or by QED. Either party will have the right to terminate this Agreement at any time during the Term of this Agreement by giving thirty (30) days’ prior written notice to the other party. After the date of any such termination, QED will be entitled to the pro-rated advisory services fee due to it through the day on which such termination becomes effective. Upon termination of this Agreement, the Company shall remove all references to QED or any of its affiliates from any website controlled by the Company or any other materials made by publically available.

7. Confidentiality and Non-Disclosure. QED will hold in confidence and will not, either during the Term or after the termination of this Agreement, disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, any proprietary or confidential information of the Company. Nothing in this Agreement will prevent QED from evaluating a possible investment in and/or collaboration with, or entering into any transaction with (including any investment in), a company whose business is similar or competitive with the business of the Company (a “ Competing Company ”). All files, records, documents, partner information, specifications, product plans, information, letters, notes, media lists, original artwork/creative and similar items relating to the business of the Company will remain the exclusive property of the Company. The Company acknowledges that QED deals with many companies, some of which may, independently of the Company, pursue similar or competitive paths regarding their products or services, technology and/or market development plans to those which are or may be pursued by the Company. The occurrence or existence of such similar or competitive activities will not be cause for any action or allegation by the Company, the Company’s agents or any of their respective representatives that QED has failed to observe its confidentiality obligations set forth in this Agreement, provided that no proprietary or confidential information is provided or disclosed to any Competing Company without the Company’s prior written permission.

8. Work Product. The Company shall have exclusive title to and use of all copyrights, patents, trade secrets, or other intellectual property rights associated with any work or advisory services provided by QED, or works of authorship developed, provided or created by Company or its employees as a result of the services or advisory services provided by QED (“ Work Product ”). The Company shall have the sole right to obtain and to hold in its own name copyright, patent, trademark, trade secret, and any other registrations, or other such protection as may be appropriate to any Work Product, and any extensions and renewals thereof. All such Work Product rendered hereunder shall, to the extent possible, be deemed “works made for hire” within the meaning of the Copyright Act of 1976, as amended (the “ Act ”). QED hereby expressly disclaims any interest in any and all Work Product. Accordingly, the Company shall have the unlimited right, in its sole discretion, to adapt, reproduce, add to, delete from, edit, modify, duplicate, distribute, license, perform, display and otherwise use and exploit the Work Product, including create derivative works, in any manner or media whether now known or hereafter created. QED shall have no rights to or interest in the Work Product. To the extent that any work performed by QED is found as a matter of law not to be a “work made for hire” under the Act, QED hereby assigns to Company the sole right,

title and interest, including the copyright, in and to all such Work Product, and all copies of them, without further consideration. For purposes of assignment of QED’s copyright in such Work Product, QED hereby appoints Company as its attorney-in-fact for the purpose of executing any and all documents relating to such assignment. To the extent any of the rights, title and interest in and to Work Product cannot be assigned by QED to Company, QED hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Work Product can neither be assigned nor licensed by QED to Company, QED hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Company or any of Company’s successors in interest.

9. Relationship of Parties. QED IS AN INDEPENDENT CONTRACTOR AND IS IN NO WAY AUTHORIZED TO MAKE ANY CONTRACT, AGREEMENT, OBLIGATION OR REPRESENTATION ON BEHALF OF THE COMPANY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EXPENSES OF ANY NATURE OR DESCRIPTION WHATSOEVER INCURRED BY QED IN THE PERFORMANCE OF QED’S SERVICES UNDER THIS AGREEMENT WILL BE PAID BY QED WHO WILL NOT BE ENTITLED TO ANY REIMBURSEMENT OR CREDIT FROM THE COMPANY. QED ACKNOWLEDGES THAT, AS AN INDEPENDENT CONTRACTOR, THE COMPANY IS NOT RESPONSIBLE TO WITHHOLD INCOME OR EMPLOYMENT TAXES FOR QED OR TO PAY THE EMPLOYMENT TAXES ASSESSED TO AN EMPLOYER IN RESPECT TO A “ADVISOR” OR OTHER SAID OR LEGAL ADVISOR BENEFITS.

9. Notices. Any notice or any communication under or in connection with this Agreement will be in writing, will be given either manually or by mail or electronic mail (e-mail) and will be deemed sufficiently given when actually received by the party to be notified or when mailed, if mailed by overnight delivery service, certified or registered mail, postage prepaid, to the following addresses:

If to the Company, to

GreenSky Trade Credit, LLC

179 N.E. Expressway, Suite 100

Atlanta, GA 30329

Phone: (404) 832-4000

E-mail: david@greenskycredit.com

If to QED, to

QED Investors, LLC

311 Cameron Street

Alexandria, VA 22314

Phone: (703) 549-4991

E-mail: mharrington@311cameron.com

10. Publicity. Except as may be required by law, the Company shall not use the name of, or make reference to, QED or any of its affiliates in any press release, any printed marketing materials, on any website controlled by the Company or in any public manner without QED’s prior written consent.

11. Entire Agreement. This document contains the entire agreement of the parties with respect to its subject matter, and supersedes any and all agreements or understandings, whether written or oral, that may have been made between the parties prior to the date of execution. This Agreement may not be changed or terminated orally, and no change, termination or waiver of any of its provisions will be valid, unless in writing and signed by the party against whom such change, termination or waiver is sought to be enforced.

12. Governing Laws. This Agreement will be governed in accordance with the laws of the Commonwealth of Virginia, without reference to conflicts of laws principles.

[Signature Page Follows]

In Witness Whereof, the parties have executed, or have caused to be executed, this Agreement all as of the date first above written.

	COMPANY:

	GREENSKY TRADE CREDIT, LLC

	By:	/s/ Gary A. Meyer
	Name:	Gary A. Meyer
	Title:	CFO

	ADVISOR:

	QED Investors, LLC

	By:	/s/ Nigel Morris
	Name:	Nigel Morris
	Title:	Managing Partner

AMENDMENT NO. 1 TO

ADVISORY SERVICES AGREEMENT

THIS AMENDMENT NO. 1 TO ADVISORY SERVICES AGREEMENT (this “ Amendment ”) is made and entered into as of October 12, 2015 by and between GreenSky Trade Credit, LLC, a Georgia limited liability company (the “ Company ”), and QED Investors, LLC, a Delaware limited liability company (“ QED ”), and amends that certain Advisory Services Agreement between the Company and QED dated as of January 1, 2014 (the “Agreement”). All capitalized terms used herein, but not defined, shall have the meanings ascribed to them in the Agreement.

RECITALS

A. The Company and QED entered into the Agreement to set forth the terms on which the Company would retain QED on an independent contractor basis to provide certain advisory services to the Company;

B. The Company desires to retain QED to provide certain additional advisory services, and the Company and QED desire to amend the Agreement as set forth herein, in order to reflect such additional advisory services to be provided by QED;

AGREEMENT

In consideration of the foregoing and of the mutual promises and covenants set forth below, the parties hereto agree as follows:

1. Amendments to the Agreement . The Agreement is hereby amended as follows:

(a)

Exhibit A to the Agreement is hereby amended by adding the following at the end thereof:

“ 3. Support Services for Inside Sales Group. QED shall furnish to the Company the services of Greg Mazanec (“ Mazenec ”) to develop and expand the Company’s inside sales group, including, among other things, (a) to assist with the Company’s recruitment and hiring of inside sales associates, (b) to serve as interim inside sales manager, (c) to develop inside sales incentive programs, measurement tools, and performance standards, (d) to eventually recruit a permanent inside sales manager and (e) to provide such other services reasonably requested by the Company. Such services shall be provided initially on a full-time basis, with such services substantially performed by Mazenac at the Company’s headquarters office for the initial 12 weeks and then scaling to a lesser time commitment, for the period requested by the Company, currently contemplated as follows:

Year1 Anticipated Commitment	Hours
12 weeks x 40 hours/week on site	480
24 weeks x 8 hours/week	192
12 weeks x 4 hours/week	48
Total	720

Year 2 Anticipated Commitment	Hours
52 weeks x 2 hours/week	104

Notwithstanding anything contained herein to the contrary, the parties hereto acknowledge that the above schedule of hours is intended to reflect the parties’ current estimates; however, actual facts and circumstances are likely to occur that may serve to modify the above schedule of hours, and such modifications may be material. So long as the services outlined in items (a) through (e) herein are received by the Company, irrespective of time actually expended by Mazenac, absent any other breach, QED shall not be deemed to be in violation of this Amendment and the Agreement.

In accordance with Section 9, the Company and QED agree that the foregoing services are being provided to the Company on an independent contractor basis. QED, for itself and Mazenec, acknowledges that Mazenec shall not be deemed to be an employee of the Company, QED shall be responsible for all compensation and benefits due to Mazenec in respect of his services, and Mazenec shall not be entitled to, and hereby waives any claim for, any compensation or benefits from the Company, except for the reimbursement of Mazenec’s expenses pursuant to Section 3.”

(b) Section 3 of the Agreement is hereby amended by adding the following immediately after the first sentence of Section 3:

“Subject to the terms and conditions of this Agreement, as compensation for QED’s services, the Company will issue QED Fund II, LP a warrant to purchase 10,000 Class A Units of the Company in the form attached hereto as Exhibit C .”

(c) Exhibit C attached to this Amendment is hereby added to the Agreement immediately following Exhibit B to the Agreement.

2. Binding Effect . This Amendment shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties hereto. Except as expressly modified and amended by this Amendment, the Agreement is and shall remain in full force and effect and, as modified and amended herein, is expressly ratified and confirmed by the parties hereto.

3. Governing Law . This Amendment will be governed in accordance with the laws of the Commonwealth of Virginia, without reference to conflicts of laws principles.

4. Counterparts . This Amendment may be executed in any number of counterparts, each of which once executed and delivered shall be deemed an original, and may be executed and delivered by facsimile, PDF file or similar electronic means.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties have caused their respective duly authorized representatives to execute this Amendment effective as of the date first above written.

	COMPANY:

	GREENSKY TRADE CREDIT, LLC

	By:	/s/ David Zalik
	Name:	David Zalik
	Title:	CEO

	QED:

	QED INVESTORS, LLC

	By:	/s/ Nigel Morris
	Name:	Nigel Morris
	Title:	Managing Partner

Exhibit 10.23

GREENSKY, INC.
2018 OMNIBUS INCENTIVE COMPENSATION PLAN

Article 1
Effective Date, Objectives and Duration

1.1 Adoption of the Plan . The Board of Directors of GreenSky, Inc., a Delaware corporation (the “Company”), adopted the 2018 Omnibus Incentive Compensation Plan (the “Plan”) on ____________, 2018 (the “ Effective Date ”), subject to approval by the stockholders of the Company within twelve (12) months after the Board’s adoption of the Plan. The terms of the Plan are set forth herein. Awards, other than Restricted Shares and Bonus Shares, may be granted on and after the Effective Date; but, no such Awards may be exercised, vested, paid or otherwise settled, or any Shares issued with respect thereto, until the stockholders of the Company approve the Plan. Restricted Shares and Bonus Shares may only be granted if and after the stockholders of the Company approve the Plan.

1.2 Objectives of the Plan . The Plan is intended (a) to attract and retain highly qualified persons to serve as employees, consultants and non-employee directors and to promote ownership by such employees, consultants and non-employee directors of a greater proprietary interest in the Company, thereby aligning such employees’, consultants’ and non-employee directors’ interests more closely with the interests of the Company’s stockholders, (b) to allow Grantees to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and its Affiliates in attracting and retaining employees, consultants and non-employee directors, (c) to provide annual cash incentive compensation opportunities that are competitive with those of peer corporations, (d) to optimize the profitability and growth of the Company and its Affiliates through incentives that are consistent with the Company’s goals, (e) to provide Grantees with an incentive for excellence in individual performance, and (f) to promote teamwork among employees, consultants and non-employee directors.

1.3 Duration of the Plan . The Plan commenced on the date of adoption of the Plan by the Board of Directors of the Company (the “ Board ”), subject to approval by the stockholders of the Company within twelve (12) months after the Board’s adoption of the Plan. If the stockholders of the Company approve the Plan, the Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 17 hereof, until the earlier of 11:59 p.m. (ET) on _________, 2028, or the date all Shares subject to the Plan shall have been issued and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s provisions.

Article 2
Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

2.1 “ 409A Award ” has the meaning set forth in Section 18.1.

2.2 “ $100,000 Limit ” has the meaning set forth in Section 6.4(d).

2.3 “ Acquired Entity ” has the meaning set forth in Section 5.6(b).

2.4 “ Acquired Entity Awards ” has the meaning set forth in Section 5.6(b).

2.5 “ Affiliate ” means any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares, stock or other ownership interests possessing fifty percent (50%) or more of the total combined voting power of all classes of shares, stock or other ownership interests entitled to vote, or fifty percent (50%) or more of the total value of all classes of shares, stock or other ownership interests of such corporation or other entity, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital interests of a non-corporate entity. Affiliate includes any corporation, trade or business or other entity that becomes such on or after the Effective Date.

2.6 “ Applicable Law ” means U.S. federal, state and local laws applicable to the Company, any legal or regulatory requirement relating to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of [ ] and any other stock exchange or automated quotation system upon which the Shares are listed, the Code, and the applicable laws, rules, regulations and requirements of any other country or jurisdiction where Awards are or are to be granted, exercised, vested or settled, as such laws, rules, regulations and requirements shall be in place from time to time.

2.7 “ Award ” means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares, Cash Incentive Awards, Other Stock-Based Awards or LTIP Units granted under the Plan.

2.8 “ Award Agreement ” means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including in either case any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee.

2.9 “ Beneficiary ” means one or more persons or entities that become entitled to receive any amount payable under this Plan at the Grantee’s death. The Grantee’s Beneficiary is the Grantee’s surviving spouse, unless the Grantee designates one or more persons or entities to be the Grantee’s Beneficiary. The Grantee may make, change or revoke a Beneficiary designation at any time before his death without the consent of the Grantee’s spouse or anyone the Grantee previously named as a Beneficiary, and the Grantee may designate primary and secondary Beneficiaries. A Beneficiary designation must comply with procedures established by the Committee and must be received by the Committee before the Grantee’s death. If the Grantee dies without a valid Beneficiary designation (as determined by the Committee) and has no surviving spouse, the Beneficiary shall be the Grantee’s estate.

2.10 “ Board ” means the Board of Directors of the Company.

2.11 “ Bonus Shares ” means Shares that are awarded to a Grantee with or without cost (save in all events for payment by the Grantee in cash of the nominal value per Share if required by Applicable Law) and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee.

2.12 “ Cash Incentive Award ” means an Award granted under Article 15 of the Plan.

2.13 “ Cause ” shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Grantee or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition or words of similar import, “Cause” means (i) the Grantee’s act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; (ii) the Grantee’s dishonesty, fraud, theft or embezzlement of funds or properties in the course of Grantee’s employment; (iii) the Grantee’s commission of or pleading guilty to or confessing to any felony; or (iv) the Grantee’s breach of any restrictive covenant agreement with the Company or any Affiliate, including but not limited to, confidentiality covenants, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Grantee’s resignation without the Company’s or an Affiliate’s written consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause.

2.14 “ CEO ” means the Chief Executive Officer of the Company.

2.15 “ Change in Control ” shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:

(a) The accumulation in any number of related or unrelated transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission) by any Person of beneficial ownership (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from any acquisition of voting stock (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (iii) by any Significant Stockholder, (iv) by any Person that, prior to the transaction, directly or indirectly, controls, is controlled by, or is under common control with, the Company, or (v) by any Person pursuant to a merger, consolidation or reorganization (a “ Business Combination ”) that would not cause a Change in Control under subsection (b) below; or

(b) Consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the Company’s voting stock resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock of the Company and (ii) no Person other than a Significant

Stockholder has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s voting stock (including any entity that as the result of that transaction owns the Company or all or substantially all of, the Company’s assets either directly or through one or more subsidiaries); or

(d) A sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above; or

(e) A complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above.

Notwithstanding the foregoing, in the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, there shall not be a Change in Control unless there is a change in the ownership or effective control of the Company, or in a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code where necessary for such Award to comply with Section 409A of the Code.

2.16 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions.

2.17 “ Committee ” has the meaning set forth in Section 3.1(a).

2.18 “ Company ” means GreenSky, Inc., a Delaware corporation, and any successor thereto by operation of law or otherwise.

2.19 “ Compensation Committee ” means the compensation committee of the Board.

2.20 “ Corporate Transaction ” has the meaning set forth in Section 4.2(b).

2.21 “ Data ” has the meaning set forth in Section 21.24.

2.22 “ Deferred Stock ” means a right, granted under Article 9, to receive Shares at the end of a specified deferral period.

2.23 “ Disability ” or “ Disabled ” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established by the Committee for purposes of the Plan:

(a) Except as provided in (b) or (c) below, disability means, for any Grantee, any injury, illness or sickness that qualifies as a long-term disability within the meaning of the Company’s long-term disability program (“ LTD Program ”) and on account of which such Grantee is entitled to receive LTD Program benefits;

(b) In the case of an Incentive Stock Option or an Award granted in tandem with an Incentive Stock Option, disability has the meaning under Section 22(e)(3) of the Code; and

(c) In the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, disability means as defined in regulations under Code Section 409A where necessary for such Award to comply with Section 409A of the Code. For purpose of Code Section 409A, a Grantee will be considered Disabled if:

(i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(ii) the Grantee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.

2.24 “ Disqualifying Disposition ” has the meaning set forth in Section 6.4(f).

2.25 “ Dividend Equivalent ” means a right to receive cash or Shares equal to any dividends or paid on Shares, if and when paid or distributed, on a specified number of Shares,

which dividends have a record date on or after the date of grant of the Dividend Equivalents or related Award and before the date Dividend Equivalents or related Award become payable.

2.26 “ Dodd-Frank ” has the meaning set forth in Section 21.6.

2.27 “ DRO ” has the meaning set forth in Section 5.4(a).

2.28 “ Effective Date ” has the meaning set forth in Section 1.1.

2.29 “ Election ” has the meaning set forth in Section 18.2.

2.30 “ Eligible Person ” means any employee (including any officer) of, or non-employee consultant to, or Non-Employee Director of, the Company or any Affiliate, or potential employee (including a potential officer) of, or potential non-employee consultant to, or potential Non-Employee Director of, the Company or an Affiliate; provided, however, that (i) solely with respect to the grant of an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary Corporation and (ii) the Committee may establish additional eligibility criteria for determining an Eligible Person for any Awards granted hereunder. Solely for purposes of Section 5.6(b), current or former employees or Non-Employee Directors of, or non-employee consultants to, an Acquired Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.

2.31 “ ERISA ” has the meaning set forth in Section 5.4(a).

2.32 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.33 “ Exercise Price ” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR.

2.34 “ Fair Market Value ” means a price that is based on the closing price of a Share reported on [ ], or if not [ ], on the established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date or if the Shares are not traded on such date, the immediately preceding trading day. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). The Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Grantee. Notwithstanding the foregoing, if the Committee determines in its discretion that an alternative definition of Fair Market Value should be used in connection with

the grant, exercise, vesting, settlement or payout of any Award, it may specify such alternative definition in the Award Agreement applicable to the Award. Such alternative definition may include a price that is based on the opening, actual, high, low, or average selling prices of a Share on the [ ] or other securities exchange on the given date, the trading date preceding the given date, the trading date next succeeding the given date, or an average of trading days but must in all cases be consistent with Treasury Regulation § 1.409A-1(b)(5)(iv)(B).

2.35 “ FICA ” has the meaning set forth in Section 19.1(a).

2.36 “ Forfeiture ” means, in relation to Restricted Shares, the compulsory transfer of Restricted Shares by the Grantee, in accordance with and on and subject to the terms set out in the Award Agreement to one of the following, at the election of the Company: the Company, subject to Applicable Law, an employee benefit trust established by the Company, or an unrelated third party designated by the Company. “Forfeiture” means, in relation to any other Award, the termination of the Award without the Award becoming vested or payable. “Forfeitable,” “Forfeited” and “non-Forfeitable” shall be construed accordingly.

2.37 “ Forfeiture Transferee ” means the person to which or whom Restricted Shares are transferred pursuant to Forfeiture.

2.38 “ Full Value Award ” means an Award other than an Option, SAR or Other Stock-Based Award in the nature of purchase rights.

2.39 “ Good Reason ” has the same definition as under any employment, change in control or service agreement between the Company or any Affiliate and the Grantee or, if no such employment, change in control or service agreement exists or if such employment, change in control or service agreement does not contain any such definition, Good Reason shall mean, without the Grantee’s consent, the following:

(a) any action taken by the Company or an Affiliate which results in a material reduction in the Grantee’s authority, duties or responsibilities (except that any change in the foregoing that results solely from (A) the Company ceasing to be a publicly traded entity or from the Company becoming a wholly-owned subsidiary of another publicly traded entity or (B) any change in the geographic scope of the Grantee’s authority, duties or responsibilities will not, in any event and standing alone, constitute a substantial reduction in the Grantee’s authority, duties or responsibilities);

(b) the assignment to the Grantee of duties that are materially inconsistent with Grantee’s authority, duties or responsibilities;

(c) any material decrease in the Grantee’s base salary or annual bonus opportunity, except to the extent the Company has instituted a salary or bonus reduction generally applicable to all similar employees of the Company other than in contemplation of or after a Change in Control;

(d) the relocation of the Grantee to any principal place of employment other than that as of the date of grant of the Award, or any requirement that Grantee relocate his residence other than to that as of the date of grant of the Award, without the Grantee’s express written consent to either such relocation, which in either event would increase the Grantee’s commute by more than fifty (50) miles; provided, however, this subsection (d) shall not apply in the case

of business travel which requires the Grantee to relocate temporarily for periods of ninety (90) days or less; or

(e) the failure by the Company to pay to the Grantee any portion of the Grantee’s base salary or annual bonus within thirty (30) days after the date the same is due.

Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Grantee where Cause for the Grantee’s termination by the Company or an Affiliate exists. The Grantee must give the Company or Affiliate that employs the Grantee notice of any event or condition that would constitute “Good Reason” within thirty (30) days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company or Affiliate that employs the Grantee shall have thirty (30) days to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination of employment by the Grantee for “Good Reason” must occur within thirty (30) days after the period for remedying such condition or event has expired.

2.40 “ Grant Date ” means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.41 “ Grantee ” means an Eligible Person to whom an Award has been granted under the Plan.

2.42 “ Holdco Units ” means the single class of common membership interests of Holdings issued in connection with the establishment and reorganization of Holdings prior to the IPO.

2.43 “ Holdings ” means GreenSky Holdings, LLC, a Georgia limited liability company, and any successor thereto by operation of law or otherwise.

2.44 “ Immediate Family ” has the meaning set forth in Section 5.4(c).

2.45 “ Incentive Stock Option ” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.46 “ including ” or “ includes ” means “including, without limitation,” or “includes, without limitation,” respectively.

2.47 “ Incumbent Board Member ” means an individual who either is (a) a member of the Board as of the effective date of the adoption of this Plan or (b) a member who becomes a member of the Board subsequent to the date of the adoption of this Plan whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least sixty percent (60%) of the then Incumbent Board Members (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

2.48 “ IPO ” means the underwritten initial public offering of shares.

2.49 “ Lead Underwriter ” has the meaning set forth in Section 21.5.

2.50 “ LLC Agreement ” means the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as amended by Amendment No. 1 to the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as may be amended and/or restated from time to time.

2.51 “ Lock-Up Period ” has the meaning set forth in Section 21.5.

2.52 “ LTIP Units ” means common units in Holdings issued under the LLC Agreement.

2.53 “ Management Committee ” has the meaning set forth in Section 3.1(b).

2.54 “ More Than Ten Percent (10%) Owner ” has the meaning set forth in Section 6.4(b).

2.55 “ Net After Tax Receipt ” has the meaning set forth in Article 20.

2.56 “ Non-Employee Director ” means a member of the Board, or the board of directors of an Affiliate, who is not an employee of the Company or any Affiliate.

2.57 “ Nonqualified Stock Option ” means an option that is not intended to meet the requirements of Section 422 of the Code.

2.58 “ Option ” means an option granted under Article 6 of the Plan.

2.59 “ Other Stock-Based Award ” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.

2.60 “ Overpayment ” has the meaning set forth in Article 20.

2.61 “ Parent Corporation ” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.62 “ Performance-Based Award ” means an Award with respect to which the grant, vesting, payment and/or settlement is contingent upon the satisfaction of specified Performance Measures in the specified performance period.

2.63 “ Performance Measures ” mean one or more performance measures established by the Committee as a requirement for an Award to vest and/or become exercisable or settled. Performance measures can be based on one or more business criteria that apply to the Grantee, the Company, an Affiliate, a business unit of the Company or an Affiliate or any other business criteria the Committee may determine. Performance Measures may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. The levels of performance required with respect to Performance Measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to different Grantees. The Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Grantee, a department, unit, division or function within the Company or any one or more Affiliates; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices). An Award may be contingent upon the Grantee’s continued employment or service in addition to the Performance Measures. In determining if the Performance Measures have been achieved, the Committee will adjust the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Committee also will adjust the performance targets in the event of any (i) unanticipated asset write-downs or impairment charges, (ii) litigation or claim judgments or settlements thereof, (iii) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization or restructuring programs, or extraordinary non-reoccurring items.

2.64 “ Performance Share ” and “ Performance Unit ” mean an Award granted as a Performance Share or Performance Unit under Article 10.

2.65 “ Period of Restriction ” means the period during which Restricted Shares are subject to Forfeiture if the conditions specified in the Award Agreement are not satisfied.

2.66 “ Period of Vesting ” means the period during which the Award is subject to Forfeiture or may not be exercised if the conditions specified in the Award Agreement are not satisfied.

2.67 “ Permitted Transferee ” has the meaning set forth in Section 5.4(c).

2.68 “ Person ” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

2.69 “ Plan ” means this GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, in its current form or as hereafter amended.

2.70 “ Present Value ” has the meaning set forth in Article 20.

2.71 “ Prior Grants ” has the meaning set forth in Section 6.4(e).

2.72 “ Proceeding ” has the meaning set forth in Section 21.12.

2.73 “ Reduced Amount ” has the meaning set forth in Article 20.

2.74 “ Registration Date ” means the date on which the Company sells its shares in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

2.75 “ Reorganization Agreement ” means the Reorganization Agreement, dated [ ], 2018, among the Company, Holdings and the holders of equity interests in Holdings prior to the transactions contemplated thereby.

2.76 “ Restricted Shares ” means Shares issued under Article 9 that are both subject to Forfeiture and are nontransferable if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares and subject to the Grantee paying the nominal value in cash for each Share to the extent required by the Committee.

2.77 “ Restricted Stock Units ” are rights, granted under Article 9, to receive Shares if the Grantee satisfies the conditions specified in the Award Agreement applicable to such rights, and subject always to the Grantee paying the nominal value in cash for each such Share.

2.78 “ Retirement ” means a Grantee’s Separation from Service on or after attaining such age and/or completing such years of service as the Committee may determine and set forth in an Award Agreement.

2.79 “ Returned Shares ” has the meaning set forth in Section 4.1.

2.80 “ Rule 16b-3 ” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.

2.81 “ Sarbanes-Oxley ” has the meaning set forth in Section 21.6.

2.82 “ SEC ” means the United States Securities and Exchange Commission, or any successor thereto.

2.83 “ Section 16 Non-Employee Director ” means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.

2.84 “ Section 16 Person ” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

2.85 “ Securities Act ” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.86 “ Separation from Service ” means, with respect to any Award that constitutes deferred compensation within the meaning of Code Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation from service” is deemed to occur on the date that the Company and the Grantee reasonably anticipate that the level of bona fide services the Grantee would perform for the Company and/or any Affiliates after that date (whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Committee retains the right and discretion to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provides services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

2.87 “ Share ” means the Class A common stock, $0.01 par value per share, of the Company, and, unless the context otherwise requires, such other securities of the Company, as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.

2.88 “ Significant Stockholder ” shall mean any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the actions described in Section 4(a), (b), (c) and (d) of the Reorganization Agreement and prior to the completion of the IPO, holds ten percent (10%) or more of the total combined voting power of all classes of common stock of the Company and/or would hold ten percent (10%) or more of the total combined voting power of all classes of Common Stock of the Company if their Holdco Units were exchanged for common stock of the Company (ignoring for purposes of such calculation any Common Stock issued in connection with the Company’s IPO to persons or entities other than the holders of equity interests in Holdings).

2.89 “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Article 7 of the Plan.

2.90 “ Subsidiary Corporation ” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns shares or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock in one of the other corporations in such chain.

2.91 “ Substitute Awards ” has the meaning set forth in Section 5.6(b).

2.92 “ Surviving Company ” means the surviving corporation in any merger or consolidation, involving the Company, including the Company if the Company is the surviving corporation, or the direct or indirect parent company of the Company or such surviving corporation following a sale of substantially all of the outstanding shares or stock of the Company.

2.93 “ Tax Date ” has the meaning set forth in Section 19.1(a).

2.94 “ Tendered Restricted Shares ” has the meaning set forth in Section 6.5.

2.95 “ Term ” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.

2.96 “ Termination of Service ” means (a) that the employee has terminated employment with the Company and its Affiliates, the non-employee consultant is no longer serving as a consultant to the Company or an Affiliate or the Non-Employee Director has ceased being a director of the Company or any Affiliate or (b) when an entity which is employing the employee or non-employee consultant or on whose board of directors the Non-Employee Director is serving, ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, an employee, non-employee consultant or Non-Employee Director of the Company or another Affiliate, at the time such entity ceases to be an Affiliate. In the event an employee, non-employee consultant or Non-Employee Director becomes one of the other categories of Eligible Persons upon the termination of such employee’s employment, such consultant’s consultancy or such Non-Employee Director’s service, unless otherwise determined by the Committee, in its sole discretion, no Termination of Service will be deemed to have occurred until such time as such person is no longer an employee, non-employee consultant or Non-Employee Director. Notwithstanding the foregoing, however, that if an Award constitutes deferred compensation within the meaning of Code Section 409A, Termination of Service with respect to such Award shall mean the Grantee’s Separation from Service to the extent necessary for such Award to comply with Section 409A of the Code.

2.97 “ Underpayment ” has the meaning set forth in Article 20.

Article 3
Administration

3.1 Committee.

(a) Subject to Article 14 and Section 3.2, the Plan shall be administered by the Compensation Committee or the Board itself if no Compensation Committee exists. Notwithstanding the foregoing, either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to itself as the Committee or exercise any of the administrative powers of the Committee. To the extent the Board or Compensation

Committee considers it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify as “independent directors” within the meaning of the [ ] listing standards and Section 16 Non-Employee Directors. The number of members of the Committee shall from time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3.

(b) The Board or the Compensation Committee may appoint and delegate to another committee (“ Management Committee ”), or to the CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are executive officers or Non-Employee Directors, or who are (or are expected to be) Section 16 Persons at the time any such delegated authority is exercised.

(c) Unless the context requires otherwise, any references herein to “Committee” include references to, the Board or the Compensation Committee to the extent the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that, (i) for purposes of Awards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3, “Committee” shall include only the Compensation Committee.

3.2 Powers of Committee . Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole discretion as follows provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum, but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:

(a) to determine when, to whom and in what types and amounts Awards should be granted;

(b) to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or an Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as the Committee shall determine);

(c) to determine the benefit payable under any Performance Unit, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash Incentive Award or LTIP Unit and to determine whether any performance or vesting conditions have been satisfied;

(d) to determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with an Award;

(e) to determine the Term of any Option or SAR;

(f) to determine the amount that a Grantee shall pay for Restricted Shares or LTIP Units, which shall be no less than the nominal value per Restricted Share if required by Applicable Law, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) and LTIP Units shall be Forfeited and whether such shares shall be held in escrow;

(g) to determine whether, to what extent and under what circumstances, subject to Applicable Law, an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;

(h) to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee;

(i) subject to Section 3.3 below, to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j) to provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one or more events other than completion of a service period, including without limitation the Grantee’s Retirement, death, Disability, Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, or a Change in Control;

(k) to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;

(l) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(m) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(n) to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided, however, that the consent of the Grantee shall not be required for any amendment (i) which does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the extent the Award Agreement specifically permits amendment without consent;

(o) subject to Section 3.3, to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(p) to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(q) to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including without limitation events described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or in response to changes in Applicable Laws, regulations or accounting principles;

(r) adopt rules and/or procedures (including the adoption of any subplan under the Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures;

(s) to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan;

(t) to modify, extend or renew an Award, subject to Section 1.3 and 5.9, provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Grantee;

(u) solely to the extent permitted by Applicable Law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Grantees in order to exercise Options under the Plan;

(v) subject to Section 3.3, to provide for the settlement of any Award in cash, Shares or a combination thereof; and

(w) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Grantee, any person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan (subject to Sections 4.3 and 5.7(c)). The Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation.

The Company shall bear all expenses of administering the Plan. The Company shall indemnify and hold harmless each person who is or shall have been a member of the Committee acting as

administrator of the Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any action, claim, suit, or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or not taken under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such action, suit, or proceeding against such person, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such person if (i) applicable law or the Company’s Articles of Incorporation or Bylaws prohibit such indemnification or (ii) such person did not act in good faith and in a manner that such person believed to be consistent with the Plan or (iii) such person’s conduct constituted gross negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or under any other power that the Company may have to indemnify such person or hold him or her harmless. The provisions of the foregoing indemnity shall survive indefinitely the term of this Plan.

Notwithstanding any provision of the Plan to the contrary, to comply with the laws in other countries in which Grantees are located, or to comply with the requirements of any foreign stock exchange, the Committee, in its sole discretion, may: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Grantees outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Grantees outside the United States to comply with applicable foreign laws or listing requirements of any such foreign stock exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Article 4; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other securities law or governing statute or any other Applicable Law.

3.3 No Repricings . Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended to reduce the Exercise Price of such Option or SAR, or cancel any outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having with a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without stockholder approval; provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of shares or stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under to Section 4.2.

Article 4
Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance

4.1 Number of Shares Available for Grants . Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery in connection with Awards under the Plan shall be ________ Shares. The

total number of Shares that may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder shall not exceed _________.

Shares covered by an Award shall only be counted as used to the extent actually used. A Share issued in connection with an Award under the Plan shall reduce the total number of Shares available for issuance under the Plan by one; provided, however, that, upon settlement of an SAR, the greater of the number of Shares underlying the portion of the SAR that is exercised or the number of Shares actually issued will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan.

If any Award under the Plan terminates without the delivery of Shares, whether by lapse, forfeiture, cancellation or otherwise, the Shares subject to such Award, to the extent of any such termination, shall again be available for grant under the Plan. Notwithstanding the foregoing, upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and such number of Shares shall no longer be available for Awards under the Plan. Subject to Applicable Law, if any Shares subject to an Award granted hereunder (other than a Full Value Award) are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto or separately surrendered by the Grantee for any such purpose (“ Returned Shares ”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Subject to Applicable Law, if any Shares subject to a Full Value Award granted hereunder are withheld or applied as payment of taxes related thereto or separately surrendered by the Grantee for such purpose, such Returned Shares will again be available for grant under the Plan. The number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options or other purchase rights granted hereunder. In addition, in the case of any Substitute Award granted in assumption of or in substitution for an Acquired Entity Award, Shares delivered or deliverable in connection with such Substitute Award shall not be counted against the number of Shares reserved under the Plan (to the extent permitted by applicable stock exchange rules), and available shares of stock under a stockholder-approved plan of an Acquired Entity (as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan, which shall not reduce the number of Shares otherwise available under the Plan (subject to applicable stock exchange requirements).

Shares may be allotted and issued pursuant to the Plan from the Company’s authorized but unissued share capital, or the reissue of treasury Shares.

The proceeds which the Company receives in connection with Awards granted under the Plan, if any, shall be used for general corporate purposes and shall be added to the general funds of the Company.

4.2 Adjustments in Authorized Shares and Awards; Liquidation, Dissolution or Change of Control.

(a) In the event that the Committee determines that any dividend or other distribution (excluding any ordinary dividend or distribution) (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares such that any adjustment is determined by the

Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Shares, or the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other outstanding Share-based Award and (v) any other terms and conditions of the Award. Notwithstanding the foregoing, (x) no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause the Option or SAR (determined as if such Option or SAR was an Incentive Stock Option) to violate Section 424(a) of the Code or with respect to any Awards to the extent such adjustment would subject any Grantee to taxation under Section 409A of the Code; and (y) the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(b) In the event of a merger or consolidation of the Company with or into another corporation or a sale of all or substantially all of the shares or stock of the Company or all or substantially all of the assets of the Company, including by way of a court sanctioned compromise or scheme of arrangement, reorganization, merger, combination, purchase, recapitalization, liquidation, or sale, transfer, exchange or other disposition (a “ Corporate Transaction ”) that results in a Change in Control, unless an outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Committee in its discretion accelerates the vesting of such Awards without the need for the consent of any Grantee in Grantee’s status as the grantee of the Award) and with respect to any vested and nonforfeitable Awards, the Committee may either (i) allow all Grantees to exercise such Awards in the nature of Options and SARs to the extent then exercisable or to become exercisable upon the Corporate Transaction within a reasonable period prior to the consummation of the Corporate Transaction and cancel any Awards in the nature of Options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash and/or in securities and/or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any Awards in the nature of Options or SARs) and on the same terms (including without limitation any earn-out, escrow or other deferred consideration provisions) as if such vested Awards were settled or distributed or such Awards in the nature of vested Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or SAR equals or exceeds the amount payable per Share in the Corporation Transaction, such Awards shall be cancelled without any payment to the Grantee.

(c) In connection with any Corporate Transaction that result in a Change in Control, the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable, earned and payable and cause any conditions on any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable or earned and payable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of such proposed action. Any Awards that remain unexercised or outstanding upon consummation of such proposed action shall be cancelled without any further consideration therefor.

(d) Notwithstanding the forgoing provisions of this Section 4.2, if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation Section 1.409A-3(i)(5) and such payment or settlement does not result in a violation of Section 409A of the Code.

4.3 Individual Award Limits . Except as provided herein or in Section 5.6(b), no Grantee may be granted Awards denoted in Shares as of the date of grant (regardless of whether the Awards will be settled in Shares, cash or other property) with respect to more than 1,000,000 Shares (twice that limit for Awards that are granted to an Eligible Person in the calendar year in which the Eligible Person first commences employment or service) (based on the highest level of performance resulting in the maximum payout) in a single calendar year, subject to adjustment as provided in Section 4.2(a). The maximum potential value of any Awards denoted in cash or other property as of the date of grant (with the property valued as of the date of grant of the Award) (regardless of whether the Awards will be settled in Shares, cash or other property) that may be granted in any calendar year to any Eligible Person shall not exceed $5,000,000 (twice that limit for Awards that are granted to an Eligible Person in the calendar year in which the Eligible Person first commences employment or service) (based on the highest level of performance resulting in the maximum payout) for all such Awards. Such annual limitations apply to Dividend Equivalents under Article 11 only if such Dividend Equivalents are granted separately from and not as a feature of another Award (even if that feature is treated as a separate award for other purposes, including Section 409A of the Code). Notwithstanding the foregoing, however, the Committee may make exceptions to the foregoing limits in extraordinary or unusual circumstances as the Committee may determine appropriate.

Article 5
Eligibility and General Conditions of Awards

5.1 Eligibility . The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award. No Award may be granted at a time when such grant would constitute a breach of Applicable Law; provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.

5.2 Award Agreement . To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement and, unless the Committee determines otherwise, such Agreement must be signed, acknowledged and returned by the Grantee to the Company. Unless the Committee determines otherwise, any failure by the Grantee to sign and return the Agreement within such period of time following the granting of the Award as the Committee shall prescribe shall cause such Award to the Grantee to be null and void. By accepting an Award or other benefits under the Plan (including participation in the Plan), each Grantee shall be conclusively deemed to have indicated acceptance and ratification of, and consented to, all provisions of the Plan and the Agreement.

5.3 General Terms and Termination of Service . The Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Section 17.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine, including without limitation terms requiring forfeiture or transfer, acceleration or pro-rata acceleration of Awards in the event of a Termination of Service by the Grantee. Awards may be granted for no consideration other than

prior and future services save that in no event will Shares subject to an Award be allotted and issued unless the nominal value per Share is paid in cash, unless permitted otherwise by Applicable Law. Except as otherwise determined by the Committee pursuant to this Section 5.3 or set forth in an Award Agreement, all Options that have not been exercised, or any other Awards that remain subject to a risk of forfeiture or which are not otherwise vested, or which have outstanding Performance Periods, at the time of a Termination of Service shall be forfeited to the Company. Notwithstanding any other provision of the Plan to the contrary and subject to the immediately following proviso, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted or, with respect to equity-based Awards to Non-Employee Directors, if earlier, no earlier than fifty (50) weeks from the date of the annual meeting of the Company’s stockholders at which such Awards were granted, and performance-based Awards must have a performance period of at least one year; provided, however, that (i) the Committee may grant Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available Shares (the “ 5% Exception Limit ”) authorized for issuance under the Plan (subject to adjustment under Section 4.2), (ii) to the extent equity-based Awards to Non-Employee Directors vest as of a date that is earlier than both the first anniversary of the date the Award is granted and fifty (50) weeks from the date of the annual meeting of the Company’s stockholders at which such Awards were granted, such Awards shall count against the 5% Exception Limit set forth in clause (i), and (iii) Awards granted within the first ninety (90) days of a year may have a performance period that begins as of the first day of the year. For the avoidance of doubt, the foregoing restriction does not apply to the Committee’s discretion to provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one or more events other than completion of a service period, including without limitation the Grantee’s Retirement, death, Disability, Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, or a Change in Control. Additionally, no dividends or Dividend Equivalents shall be paid with respect to any Awards that do not become vested, non-forfeitable or payable under the Plan.

5.4 Nontransferability of Awards.

(a) Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible under Applicable Law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a domestic relations order (a “ DRO ”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), or the rules thereunder.

(b) No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company or other Forfeiture Transferee) or pursuant to a DRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c) Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Agreement, Awards (other than Incentive Stock Options and corresponding Awards), may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “ Permitted Transferee ” in respect of any Grantee means any member of the Immediate Family of such

Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate Family; and the “ Immediate Family ” of a Grantee means the Grantee’s spouse, any person sharing the Grantee’s household (other than a tenant or employee), children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such transferee in accordance with the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.

(d) Nothing herein shall be construed as requiring the Company or any Affiliate to honor a DRO except to the extent required under Applicable Law.

5.5 Cancellation and Rescission of Awards . Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised or other Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Service.

5.6 Stand-Alone, Tandem and Substitute Awards.

(a) Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Stock Option.

(b) The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under the Plan (“ Substitute Awards ”) in substitution for share or stock and share or stock-based awards (“ Acquired Entity Awards ”) held by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation or other entity (the “ Acquired Entity ”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or shares or stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations of Sections 4.1 and 4.3 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section 5.6(b).

5.7 Compliance with Rule 16b-3 . The provisions of this Section 5.7 will apply to Awards as applicable.

(a) Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares delivered under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Grantee to comply with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of acquisition of a derivative security under the Plan to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security, and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of a derivative security must be held for at least six months from the date of grant of an Award.

(b) To the extent the Committee determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision of this Plan or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform to the then applicable requirements of Rule 16b-3.

(c) Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist in the administration of the Plan.

5.8 Deferral of Award Payouts . The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Awards, the satisfaction of any requirements or goals with respect to Awards, the lapse or waiver of the deferral period for Awards, or the lapse or waiver of restrictions with respect to Awards. If the Committee permits such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code and Article 18 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.

5.9 Extension of Term of Award.

(a) Notwithstanding any provision of the Plan providing for the maximum term of an Award, in the event any Award would expire prior to exercise, vesting or settlement because trading in Shares is prohibited by law or by any insider trading policy of the Company, the Committee may extend the term of the Award (or provide for such in the applicable Award

Agreement) until thirty (30) days after the expiration of any such prohibitions to permit the Grantee to realize the value of the Award, provided such extension (i) is permitted by law, (ii) does not violate Code Section 409A with respect to any Award, and (iii) does not otherwise adversely impact the tax consequences of the Award (such as with respect to incentive stock options and related Awards).

(b) This Section 5.9(b) applies to an Option or SAR if (i) the Grantee to whom the Option or SAR was granted remains in the continuous employment or service of the Company or an Affiliate from the date the Option or SAR was granted until the expiration date of such Option or SAR, (ii) on the expiration date the Fair Market Value of a share exceeds the exercise price of the Option or SAR, (iii) the Option or SAR has become exercisable on or before the expiration date and (iv) the term of the Option or SAR will not be extended as described above. In that event, each Option or SAR to which this Section 5.9(b) applies shall be exercised automatically on the expiration date to the extent that it is outstanding and unexercised on such date. An Option that is exercised pursuant to this Section 5.9(b) shall result in the issuance to the Grantee of that number of whole Shares that have a Fair Market Value that most nearly equals, but does not exceed, the excess of the Fair Market Value of a Share on the expiration date over the Option exercise price multiplied by the number of Shares subject to the exercisable portion of the Option. An SAR that is exercise pursuant to this Section 5.9(b) shall be settled in accordance with its terms on the expiration date.

5.10 Conditions on Delivery of Shares . The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Grantee has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

Article 6
Stock Options

6.1 Grant of Options . Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

6.2 Award Agreement . Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable whether the Option is intended to be a Nonqualified Stock Option or an Incentive Stock Option and such other provisions as the Committee shall determine. Except as otherwise set forth in Section 5.6(b) above, no Option shall have a term of more than ten (10) years after its Grant Date, subject to earlier termination as provided herein or in the applicable Award Agreement. No Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of Options.

6.3 Option Exercise Price . The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee but may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date (except as otherwise set forth in Section 5.6(b) above) and in no event will be less than the nominal value per Share if required by applicable law.

6.4 Grant of Incentive Stock Options . At the time of the grant of any Option, the Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. An Option designated as an Incentive Stock Option:

(a) shall be granted only to an employee of the Company or a Subsidiary Corporation;

(b) shall have an Exercise Price of not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “ More Than Ten Percent (10%) Owner ”), have an Exercise Price not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on its Grant Date;

(c) shall be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be subject to earlier termination as provided herein or in the applicable Award Agreement;

(d) shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “ $100,000 Limit ”);

(e) shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year

(“ Prior Grants ”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

(f) shall require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“ Disqualifying Disposition ”) within 10 days of such a Disqualifying Disposition;

(g) shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee’s death; and

(h) shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as an Option that is not an Incentive Stock Option.

Notwithstanding the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

6.5 Payment of Exercise Price . Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:

(a) cash, personal check, cash equivalent or wire transfer;

(b) subject to Applicable Law and with the approval of the Committee, by delivery of Shares owned by the Grantee prior to exercise, valued at their Fair Market Value on the date of exercise;

(c) subject to Applicable Law and with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise;

(d) subject to Applicable Law and with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or

(e) subject to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the

amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise.

The Committee may in its discretion specify that, if any Restricted Shares (“ Tendered Restricted Shares ”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Article 7
Stock Appreciation Rights

7.1 Issuance . Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of SARs.

7.2 Award Agreements . Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee. Except as otherwise set forth in Section 5.6(b) above, no SAR shall have a term of more than ten (10) years after its Grant Date, subject to earlier termination as provided herein or in the applicable Award Agreement. No SAR may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law.

7.3 SAR Exercise Price . The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that, except as otherwise set forth in Section 5.6(b), the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of the grant of the SAR (or the exercise price of the related Option if granted in tandem therewith.

7.4 Exercise and Payment . Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b) The number of Shares with respect to which the SAR is exercised.

SARs shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company. The Company shall make payment in respect of any SAR within thirty (30) days of the date the SAR is exercised, unless the Award Agreement specifically provides otherwise. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

7.5 Grant Limitations . The Committee may at any time impose any other limitations upon the exercise of SARs which, in the Committee’s sole discretion, are necessary or desirable in order for Grantees to qualify for an exemption from Section 16(b) of the Exchange Act.

Article 8
Restricted Shares

8.1 Grant of Restricted Shares . Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

8.2 Award Agreement . Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of specific time-based restrictions, Performance Measures, time-based restrictions on vesting following the attainment of the Performance Measures, and/or restrictions under Applicable Law.

8.3 Consideration for Restricted Shares . The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares provided that it shall be no less than the nominal value per Restricted Share if required to be paid by applicable law.

8.4 Effect of Forfeiture . If Restricted Shares are Forfeited, and if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Forfeiture Transferee at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such Forfeiture. The Forfeiture Transferee shall pay to the Grantee the deemed sale price as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the Forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such Restricted Shares.

8.5 Voting and Dividend Equivalent Rights Attributable to Restricted Shares . A Grantee awarded Restricted Shares will have all voting rights with respect to such Restricted Shares. Unless the Committee determines and sets forth in the Award Agreement that Grantee will not be entitled to receive any dividends with respect to such Restricted Shares, a Grantee will have the right to receive all dividends in respect of such Restricted Shares, which dividends shall be either deemed reinvested in additional shares of Restricted Shares, which shall remain subject to the same forfeiture conditions applicable to the Restricted Shares to which such dividends relate, or paid in cash if and at the time the Restricted Shares are no longer subject to forfeiture, as the Committee shall set forth in the Award Agreement. No dividends may be paid with respect to Restricted Shares that are Forfeited.

8.6 Escrow; Legends . The Committee may provide that the certificates for any Restricted Shares if certificated (x) shall be held (together with a stock transfer form executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become non-Forfeitable or are Forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable, the Company shall cause certificates for such shares to be delivered without such legend.

Article 9
Deferred Stock and Restricted Stock Units

9.1 Grant of Deferred Stock and Restricted Stock Units . Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated under Section 409A of the Code and with Article 17 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such Deferred Stock.

9.2 Vesting and Delivery.

(a) Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Service while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Service due to death, Disability, or involuntary termination by the Company or an Affiliate without “Cause.”

(b) Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than the 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the Company in which the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Service while the Restricted Stock Units remains subject to a substantial risk of forfeiture, such Restricted Stock Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Service due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.

9.3 Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units . A Grantee awarded Deferred Stock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless the Committee determines and sets forth in the Award Agreement that a Grantee will not be entitled to receive any such Dividend Equivalents with respect to such Deferred Stock or Restricted Stock Units, the Grantee will have the right to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend Equivalents shall be either deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain subject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate, or paid in cash if and at the time the Deferred Stock or Restricted Stock Units are no longer subject to forfeiture and deliverable, as the Committee shall set forth in the Award Agreement. No Dividend Equivalents may be paid on Deferred Stock or Restricted Stock Units that are Forfeited.

Article 10
Performance Units and Performance Shares

10.1 Grant of Performance Units and Performance Shares . Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

10.2 Value/Performance Goals . The Committee shall set Performance Measures in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.

(a) Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.

(b) Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.

10.3 Earning of Performance Units and Performance Shares . After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee. If a Performance Unit or Performance Share Award is intended to comply with the Performance-Based Exception, the Committee shall certify the level of achievement of the performance goals before the Award is settled.

At the discretion of the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Award Agreement provided that if is to be in Shares, issuance of the Shares shall be subject to payment by the Grantee in cash of the nominal value for each Share so issued.

If a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

Unless the Committee determines and sets forth in the Award Agreement that a Grantee will not be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with grants of Performance Units or Performance Shares, the Grantee shall have the right to vote the Shares in respect of such Performance Shares and the right to receive any dividends or Dividend Equivalents in respect of such Performance Units and Performance Shares, which dividends and Dividend Equivalents shall either be deemed reinvested in additional Shares of Performance Units or Performance Shares, as applicable, which shall remain subject to the same forfeiture conditions applicable to the Performance Units or Performance Shares to which such dividends and Dividend Equivalents relate, or paid in cash if and at the time the Performance Units or Performance Shares are payable and/or no longer subject to forfeiture, as the Committee shall set forth in the Award Agreement. No dividends or Dividend Equivalents may be paid on Performance Units or Performance Shares that are forfeited.

Article 11
Dividend Equivalents

The Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents may be granted in conjunction with

any grant of Options or SARs, and no Dividend Equivalents may be paid on any Awards other than Options and SARs unless and until the Awards become vested, nonforfeitable and/or payable. The Committee may provide that Dividend Equivalents not paid in connection with an Award shall either be (i) paid or distributed in cash when the Dividend Equivalents or Awards to which such Dividend Equivalents relate become vested, nonforfeitable and/or payable or (ii) deemed to have been reinvested in additional Dividends Equivalents or Awards.

Article 12
Bonus Shares

Subject to the terms of the Plan, including without limitation the repricing restrictions set forth in Section 3.3 and the minimum requirements set forth in Section 5.3, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee.

Article 13
Other Stock-Based Awards

The Committee is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Committee shall determine.

Article 14
Non-Employee Director Awards

Subject to the terms of the Plan, the Committee may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee in its sole discretion. Except as otherwise provided in Section 5.6(b), a Non-Employee Director may not be granted Awards during any single calendar year that, taken together with any cash fees paid to such Non-Employee Director during such calendar year in respect of the Non-Employee Director’s service as a member of the Board during such year, exceeds $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial accounting purposes). Notwithstanding the foregoing, the Board may make exceptions to the foregoing limit (up to twice such limit) for a non-executive chair of the Board or, in extraordinary circumstances, for other individual Non-Employee Directors, as the Board may determine, provided that the Non-Employee Director receiving such Awards may not participate in the decision to make such Awards.

Article 15
Cash Incentive Awards

15.1 Cash Incentive Awards . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash Incentive Awards to any Eligible Person in such amounts and upon such terms, including the achievement of specific Performance Measures during the performance period, as the Committee may determine. An Eligible Person

may have more than one Cash Incentive Award outstanding at any time. For instance, the Committee may grant an Eligible Person one Cash Incentive Award with a calendar year or fiscal year performance period (an annual incentive bonus) and a separate Cash Incentive Award with a performance period that covers more than one calendar or fiscal year (a long-term cash incentive bonus).

15.2 Value of Cash Incentive Awards . Each Cash Incentive Award shall specify a payment amount or payment range as determined by the Committee. The Committee shall establish performance goals applicable to each Cash Incentive Award in its discretion and the amount that will be paid to the Grantee pursuant to such Cash Incentive Award if the applicable Performance Measures for the performance period are met.

15.3 Payment of Cash Incentive Awards . Payment, if any, with respect to a Cash Incentive Award shall be made in cash in accordance with the terms of the Award Agreement; provided, however, that if the Award Agreement does not specify a payment date with respect to a Cash Incentive Award, payment of the Cash Incentive Award will be made no later than the 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the Company during which the performance period ends.

15.4 Termination of Service . The Committee shall determine the extent to which a Grantee shall have the right to receive Cash Incentive Awards following his or her Termination of Service. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with each Grantee, but need not be uniform among all Cash Incentive Awards granted pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

Article 16
LTIP Unit Awards

16.1 LTIP Unit Awards . The Committee is authorized to grant to Eligible Persons Awards in the form of, and cause Holdings to issue, LTIP Units, having the rights, voting powers, restrictions, limitations as to distributions, qualifications, redemption and conversion terms, vesting terms and other terms and conditions set forth herein and in the LLC Agreement. To the extent that such LTIP Units are convertible or exchangeable into Shares, each LTIP Unit awarded will be equivalent to an award of one Share for purposes of reducing the number of Shares available under the Plan on a one-for-one basis pursuant to Section 4.1.

Article 17
Amendment, Modification, and Termination

17.1 Amendment, Modification, and Termination . Subject to Section 17.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any Applicable Law, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders for approval.

17.2 Awards Previously Granted . Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award. Notwithstanding the foregoing, the Board reserves the authority to terminate a 409A Award granted under the Plan in return for payment of the vested portion of the 409A Award provided the termination and payment satisfies the rules under Section 409A of the Code.

Article 18
Compliance with Code Section 409A

18.1 Awards Subject to Code Section 409A . The provisions of this Article 18 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “ 409A Award ”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award.

18.2 Deferral and/or Distribution Elections . Except as otherwise permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections by the participant as to the form or timing of distributions (each, an “ Election ”) that may be permitted or required by the Committee with respect to a 409A Award:

(a) Any Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments) as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.

(b) Any Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such Performance Period and the Committee may determine other such deadlines to the extent permitted by Section 409A of the Code.

(c) Unless otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by the Committee, prior to the last day for making an Election for the subsequent year.

18.3 Subsequent Elections . Except as otherwise permitted or required by Code Section 409A, any 409A Award that permits a subsequent Election by the Grantee to further defer the distribution or change the form of distribution shall comply with the following requirements:

(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b) Each subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined in Section 18.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

(c) No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the first scheduled payment would otherwise be made.

18.4 Distributions Pursuant to Deferral Elections . Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:

(a) Separation from Service;

(b) The date the Grantee becomes Disabled (as defined in Section 2.23(b);

(d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth in the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 18.2 and/or 18.3, as applicable; or

(e) A change in control of the Company within the meaning of Treasury Regulation Section 1.409A-3(h)(5).

18.5 Six Month Delay . Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such Grantee’s Separation from Service, or, if earlier, the date of the Grantee’s death.

18.6 Death or Disability . Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Grantees Election. If the Grantee has made no Election with respect to distributions upon death or Disability, all such distributions shall be paid in a lump sum within 90 days following the date of the Grantee’s death or Disability.

18.7 No Acceleration of Distributions . This Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.

18.8 Short-Term Deferral . If an Award Agreement does not specify a payment date, payment of the Award will be made no later than the 15th day of the third month following the end of the taxable year of the Grantee, or the fiscal year of the Company, during which the Grantee’s right to payment is no longer subject to a substantial risk of forfeiture under Section 409A of the Code.

Article 19
Withholding

19.1 Required Withholding.

(a) The Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs hereinafter referred to as the “ Tax Date ”), the Grantee may elect to make payment for the withholding of federal, state and local taxes, including Social Security and Medicare (“ FICA ”) taxes by one or a combination of the following methods:

(i) payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of

Shares, through a broker-dealer to whom the Grantee has submitted irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii) delivering part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;

(iii) requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iv) withholding from any compensation otherwise due to the Grantee.

The Committee in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law that will not result in adverse financial accounting consequences with respect to such Awards and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity. An election by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding requirements.

(b) Any Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit to the Company an amount, if any, sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection (a) (other than (a)(iii) above).

19.2 Notification under Code Section 83(b) . If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.

Article 20
Limitation on Benefits

Despite any other provisions of this Plan to the contrary, if the receipt of any payments or benefits under this Plan, alone or in combination with any other payments or distributions under any other plan, agreement or arrangement, would subject a Grantee to tax under Code Section 4999, the Committee may determine whether some amount of such payments or benefits would meet the definition of a “Reduced Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Grantee under all Awards must be reduced to such Reduced Amount, but not below zero, with the amounts to be reduced so as to maximize the aggregate Net After Tax Receipts to the Grantee. If the Committee determines that the benefits and payments must be reduced to the Reduced Amount, the

Company must promptly notify the Grantee of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Article 20 are final, conclusive and binding upon the Company and the Grantee. It is the intention of the Company and the Grantee to reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Grantee would thereby be increased. As result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Committee under this Article 20, however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Grantee which should not have been so paid (“ Overpayment ”) or that additional amounts which will not have been paid under the Plan to or for the benefit of a Grantee could have been so paid (“ Underpayment ”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Grantee, which the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by applicable law, which the Grantee must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Grantee to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Grantee is subject to tax under Code Section 1, 3101 or 4999 or generate a refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the Grantee but no later than the end of the Grantee’s taxable year next following the Grantee’s taxable year in which the determination is made that the underpayment has occurred. For purposes of this Article 20, (i) “ Net After Tax Receipt ” means the Present Value of payments and benefits under this Plan and any other plan, agreement or arrangement, net of all taxes imposed on Grantee with respect thereto under Code Sections 1, 3101 and 4999, determined by applying the highest marginal rate under Code Section 1 which applies to the Grantee’s taxable income for the applicable taxable year; (ii) “ Present Value ” means the value determined in accordance with Code Section 280G(d)(4) and (iii) “ Reduced Amount ” means the smallest aggregate amount of all payments and benefits under this Plan and any other plan, agreement or arrangement, which (a) is less than the sum of all such payments and benefits under this Plan and any other plan, agreement or arrangement, and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate payments and benefits under this Plan and any other plan, agreement or arrangement, were any other amount less than the sum of all payments and benefits to be made under this Plan. Any reduction of payments or benefits pursuant to this Article 19 shall be made in the following order: (i) first against any cash compensation in order of the latest amounts to be paid and otherwise on a pro rata basis, (ii) second against any benefits otherwise payable in order of the latest amounts to be delivered and otherwise on a pro rata basis; and (iii) third against any equity or related awards in order of the latest amounts to be settled and otherwise on a pro rata basis.

Article 21
Additional Provisions

21.1 Successors . All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

21.2 Severability . If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if

possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

21.3 Requirements of Law . The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any Applicable Law or regulation.

21.4 Securities Law Compliance.

(a) If the Committee deems it necessary to comply with any Applicable Law, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the IPO or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required.

(b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any Applicable Law or result in the imposition of excise taxes on the Company or its Affiliates under the statutes, rules or regulations of any applicable jurisdiction, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

(c) The Committee may require each Grantee receiving Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that the Grantee is acquiring the Shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed or any national securities exchange system upon whose system the Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(d) A Grantee shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

21.5 Lock-Up Agreement . As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “ Lead Underwriter ”), a Grantee shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “ Lock-Up Period ”). The Grantee shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

21.6 Awards Subject to Share Retention Guidelines and Claw-Back Policies . Notwithstanding any provisions herein to the contrary, (i) Shares acquired by a Grantee under the Plan upon the exercise, payment or settlement of an Award shall be subject to the terms of any Share retention guidelines currently in effect or subsequently adopted by the Board and (ii) all Awards granted hereunder shall be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board to implement Section 304 of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank ”) or Section 10D of the Exchange Act (or with any amendment or modification of such recoupment policy adopted by the Board) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be returned to the Company pursuant to the terms of such recoupment policy.

21.7 No Rights as a Stockholder . Unless otherwise determined by the Committee and set forth in the Award Agreement, no Grantee shall have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of grant of an Award, Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Awards. Stock dividends and deferred cash dividends issued with respect to Awards shall be subject to the same restrictions and other terms as apply to the Awards with respect to which such dividends are issued the Committee may in its discretion provide for payment of interest on deferred cash dividends.

21.8 Employee Status . If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between the Grantee and the Company and/or an Affiliate if, at the time of the determination, the Grantee is a director, officer,

employee, consultant or advisor of the Company or an Affiliate. A Grantee on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three months, or, if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute or by contract. If the period of leave exceeds three months, and the individual’s right to re-employment is not guaranteed by statute or by contract, the employment shall be deemed to be terminated on the first day after the end of such three-month period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant or adviser shall not be affected by any change in the status of the Grantee so long as the Grantee continues to be a director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Grantee’s employment or continued service shall not be considered interrupted in the event the Committee, in its discretion and as specified at or prior to such occurrence, determines there is no interruption in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or an Affiliate, except that if the Committee does not otherwise specify such at or such prior to such occurrence, the Grantee will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Grantee is no longer the Company or an entity that qualifies as an Affiliate.

21.9 Nature of Payments . Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.

21.10 Non-Exclusivity of Plan . Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.

21.11 Governing Law . The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice of law, to the extent not preempted by federal law.

21.12 Jurisdiction; Waiver of Jury Trial . Any suit, action or proceeding with respect to the Plan or any Award, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Grantee shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Grantee may now or thereafter have to the venue or jurisdiction of any such Proceeding

in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Grantee, at the Grantee’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

21.13 Unfunded Status of Awards; Creation of Trusts . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines.

21.14 Affiliation . Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue in the employ of or as an officer of or as a consultant to the Company or any Affiliate.

21.15 Participation . No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.

21.16 Military Service . Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.

21.17 Construction . The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

21.18 Other Benefits . No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation unless such retirement or other benefit specifically provides that an Award shall be counted as compensation for purposes of such plan.

21.19 Death/Disability . The Committee may in its discretion require the transferee of a Grantee to supply it with written notice of the Grantee’s death or Disability and to supply it with a copy of the will (in the case of the Grantee’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan and the particular Award.

21.20 Headings . The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

21.21 Obligations . Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

21.22 No Right to Continue in Service or Employment . Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company. Nothing contained in the Plan or any Agreement shall confer upon any Grantee any right with respect to the continuation of employment or service by the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation of the Grantee.

21.23 Payment on Behalf of Grantee or Beneficiary.

(a) If the Grantee is incompetent to handle Grantee’s affairs at the time the Grantee is eligible to receive a payment from the Plan, the Committee will make payment to the Grantee’s court-appointed personal representative or, if none, the Committee, in its sole discretion, may make payment to the Grantee’s duly appointed guardian, legal representative, next-of-kin or attorney-in-fact for the benefit of the Grantee.

(b) If the Beneficiary of a deceased Grantee is a minor or is legally incompetent, the Committee will make payment to the Beneficiary’s court-appointed guardian or personal representative or to a trust established for the benefit of the Beneficiary, or if no such guardian, representative or trust exists, the Committee, in its sole discretion, may make payment to the Beneficiary’s surviving parent or his next-of-kin for the benefit of the Beneficiary.

(c) If the Committee for any reason considers it improper to direct any payment as specified in this Section 21.23, the Committee may request a court of appropriate jurisdiction to determine the appropriate payee.

(d) Any payment made by the Committee pursuant to this Section 21.23 shall be in full satisfaction of all liability of the Plan, the Company and its Affiliates with respect to any benefit due a Grantee or a Grantee’s Beneficiary under this Plan.

21.24 Data Privacy . As a condition for receiving an Award, each Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among the Company and its Affiliates exclusively for implementing, administering and managing the Grantee’s participation in the Plan. The Company and its Affiliates may hold certain personal information about a Grantee, including the Grantee’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Grantee’s participation in the Plan, and the Company and its Affiliates may transfer the Data to third parties assisting the Company with Plan

implementation, administration and management. These recipients may be located in the Grantee’s country, or elsewhere, and the Grantee’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Grantee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Grantee’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Grantee may elect to deposit any Shares. The Data related to a Grantee will be held only as long as necessary to implement, administer, and manage the Grantee’s participation in the Plan. A Grantee may, at any time, view the Data that the Company holds regarding such Grantee, request additional information about the storage and processing of the Data regarding such Grantee, recommend any necessary corrections to the Data regarding the Grantee or refuse or withdraw the consents in this Section 21.24 in writing, without cost, by contacting the local human resources representative. The Company may cancel Grantee’s ability to participate in the Plan and, in the Administrator’s discretion, the Grantee may forfeit any outstanding Awards if the Grantee refuses or withdraws the consents in this Section 21.24. For more information on the consequences of refusing or withdrawing consent, Grantees may contact their local human resources representative.

21.25 Miscellaneous.

(a) No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Grantee at any time shall neither require the Committee to grant any other Award to such Grantee or other person at any time or preclude the Committee from making subsequent grants to such Grantee or any other person.

(b) Nothing contained herein prohibits the Grantee from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission. The Grantee does not need prior authorization from the Company to make any such reports or disclosures, and is not required to notify the Company about such disclosures.

(c) Agreements evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Committee may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to the Company. Notwithstanding any other provision hereof, the Committee shall have the right at any time to deny or delay a Grantee’s exercise of Options or the settlement of an Award if such Grantee is reasonably believed by the Committee (i) to be engaged in material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Committee shall have received reasonable assurance that the Grantee is not engaged in, and is not contemplating, such material conduct adverse to the interests of the Company.

(d) Grantees are and at all times shall remain subject to the securities trading policies adopted by the Company from time to time throughout the period of time during which they may exercise Options, SARs or sell Shares acquired pursuant to the Plan.

(e) Notwithstanding any other provision of this Plan, (i) the Company shall not be obliged to issue any shares pursuant to an Award unless at least the par value of such newly issued share has been fully paid in advance in accordance with Applicable Law (which requirement may mean the holder of an Award is obliged to make such payment) and (ii) the

Company shall not be obliged to issue or deliver any shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

(f) The Committee has no obligation to search for the whereabouts of any Grantee or Beneficiary if the location of such Grantee or Beneficiary are not made known to the Committee.

(g) By accepting Awards and as a condition to the exercise of Awards and the enjoyment of any benefits of the Plan, including participation therein, each Grantee agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements acceptable to the Committee or any officer or director to whom the Committee elects to delegate such authority.

(h) Notwithstanding any other provision of the Plan or any Agreement to the contrary, a Grantee shall forfeit any and all rights under an Award upon receipt of notice from the Company or an Affiliate that the Grantee will incur a Termination of Service by the Company or such Affiliate for Cause.

Exhibit 21.1

LIST OF SUBSIDIARIES

The following will be the direct and indirect subsidiaries of GreenSky, Inc. at the time of this offering:

Subsidiary	Jurisdiction of Organization
GreenSky Holdings, LLC	Georgia
GreenSky, LLC	Georgia
GreenSky Patient Solutions, LLC	Georgia
GreenSky Operations, LLC	Georgia
GreenSky Management Company, LLC	Georgia
GreenSky Servicing, LLC	Georgia
GreenSky Administrative Services, LLC	Georgia
GreenSky Marketing, LLC	Georgia

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of GreenSky, Inc. of our report dated March 27, 2018 relating to the financial statement of GreenSky, Inc., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Atlanta, Georgia
April 27, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of GreenSky, Inc. of our report dated March 27, 2018 relating to the financial statements of GreenSky Holdings, LLC, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Atlanta, Georgia
April 27, 2018