GreenSky, Inc. Sample Contracts

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....
Credit Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • New York

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”).

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WAREHOUSE CREDIT AGREEMENT
Warehouse Credit Agreement • August 10th, 2020 • GreenSky, Inc. • Services-business services, nec • New York

This WAREHOUSE CREDIT AGREEMENT, dated as of May 11, 2020 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among GS Investment I, LLC, a Georgia limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”).

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GreenSky, Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • New York

GreenSky, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 38,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,700,000 additional shares (the “Optional Shares”) of Class A common stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF GREENSKY HOLDINGS, LLC Dated as of May 23, 2018
Operating Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of May 23, 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.

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AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT
Co-Branded Mastercard Card Program Agreement • May 7th, 2018 • GreenSky, Inc. • Services-business services, nec • Tennessee

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”).

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WARRANT to Purchase Class A Units of GreenSky Trade Credit, LLC Expiring December 31, 2023
Warrant Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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.

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EXCHANGE AGREEMENT
Exchange Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

EXCHANGE AGREEMENT (this “Agreement”), dated as of May 23, 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.

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Second Amended and Restated Loan Origination Agreement Dated as of December 31, 2016 by and between GreenSky, LLC and SunTrust Bank
Loan Origination Agreement • April 11th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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.

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GREENSKY HOLDINGS, LLC EQUITY INCENTIVE PLAN INCENTIVE UNITS GRANT AGREEMENT
Incentive Units Grant Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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”).

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LOAN ORIGINATION AGREEMENT
Loan Origination Agreement • April 11th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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.

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Classification: Confidential 2 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: “2017 Acquired Loans” shall mean the...
Servicing Agreement • March 10th, 2021 • GreenSky, Inc. • Services-business services, nec • Georgia
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FOURTH AMENDMENT TO SERVICING AGREEMENT
Servicing Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec

THIS FOURTH AMENDMENT TO SERVICING AGREEMENT (this “Amendment”) is made as of May 21, 2018 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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Loan Origination Agreement • March 10th, 2021 • GreenSky, Inc. • Services-business services, nec • Georgia
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LOAN ORIGINATION AGREEMENT
Loan Origination Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Delaware

This TAX RECEIVABLE AGREEMENT (as it may be amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of May 23, 2018, is hereby entered into by and among GreenSky, Inc. a Delaware corporation (“Parent”), GreenSky Holdings, LLC, a Georgia limited liability company (the “Company”), GreenSky, LLC, a Georgia limited liability company (“GSLLC”), the Blocker Corporation Owners (as hereinafter defined), and each Person that is listed on Exhibit A hereto as one of the Sellers (other than the Blocker Corporations), (each such Person listed on Exhibit A hereto, a “Beneficiary”, collectively, the “Beneficiaries”). Each of Parent, the Company, GSLLC, the Blocker Corporation Owners, and each Beneficiary is referred to as a “TRA Party” and, collectively, as the “TRA Parties”. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement or the Form S-1, which includes a Prospectus, filed by Par

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE
Restricted Stock Agreement • August 10th, 2020 • GreenSky, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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PHOENIX BLACKSTONE CENTER LEASE
Lease Agreement • May 7th, 2018 • GreenSky, Inc. • Services-business services, nec

THIS PHOENIX BLACKSTONE CENTER LEASE (the “Lease”) is executed this 1st 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”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between GreenSky, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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AMENDMENT NO. 4 TO LOAN ORIGINATION AGREEMENT
Loan Origination Agreement • May 7th, 2018 • GreenSky, Inc. • Services-business services, nec

THIS AMENDMENT NO. 4 TO LOAN ORIGINATION AGREEMENT (this “Amendment”) is made as of April 30, 2018, by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, an Ohio-chartered, FDIC-insured bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Origination Agreement (as defined herein).

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AMENDMENT 6 TO LOAN ORIGINATION AGREEMENT
Loan Origination Agreement • August 14th, 2019 • GreenSky, Inc. • Services-business services, nec

This Amendment 6 to Loan Origination Agreement (this “Amendment”) is made effective as of April 1, 2019 by and between GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC) (“Servicer”) and Regions Bank (“Regions”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • May 11th, 2020 • GreenSky, Inc. • Services-business services, nec

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”) is made effective as of February 21, 2020 (the “Effective Date”) by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, National Association, an FDIC-insured federally chartered bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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EIGHTH AMENDMENT TO SERVICING AGREEMENT
Servicing Agreement • May 15th, 2019 • GreenSky, Inc. • Services-business services, nec

THIS EIGHTH AMENDMENT TO SERVICING AGREEMENT (this “Amendment”) is made as of March 22, 2019 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 14th, 2019 • GreenSky, Inc. • Services-business services, nec • Georgia

This AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”), dated as of July 10, 2019 (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”).

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CLASS A UNIT OPTION AGREEMENT
Class a Unit Option Agreement • September 22nd, 2017 • GreenSky, Inc. • Services-business services, nec • Georgia

THIS CLASS A UNIT OPTION AGREEMENT (this “Option Agreement”) is entered into as of __________, _____, by and between GreenSky, LLC, f/k/a GreenSky Trade Credit, LLC, a Georgia limited liability company (“GreenSky”), and _____ (“Employee”).

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SIXTH AMENDMENT TO LOAN ORIGINATION AGREEMENT
Loan Origination Agreement • November 9th, 2018 • GreenSky, Inc. • Services-business services, nec

THIS SIXTH AMENDMENT TO LOAN ORIGINATION AGREEMENT (this “Amendment”) is made as of September 5, 2018 (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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Origination Agreement (as defined herein).

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NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN
Non-Qualified Stock Option Agreement • March 15th, 2019 • GreenSky, Inc. • Services-business services, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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AMENDMENT NO. 4 TO SERVICING AGREEMENT
Servicing Agreement • August 10th, 2018 • GreenSky, Inc. • Services-business services, nec

THIS AMENDMENT NO. 4 TO SERVICING AGREEMENT (this “Amendment”) is made as of June 29, 2018 by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, an Ohio-chartered, FDIC-insured bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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NINTH AMENDMENT TO SERVICING AGREEMENT
Servicing Agreement • November 14th, 2019 • GreenSky, Inc. • Services-business services, nec

THIS NINTH AMENDMENT TO SERVICING AGREEMENT (this “Amendment”) is made as of September 30, 2019 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN
Non-Qualified Stock Option Agreement • May 7th, 2018 • GreenSky, Inc. • Services-business services, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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Classification: Internal Use 2 3. This Amendment may be executed and delivered by Lender and Servicer in facsimile or PDF format and in any number of separate counterparts, all of which, when delivered, shall together constitute one and the same...
Loan Origination Agreement • August 5th, 2021 • GreenSky, Inc. • Services-business services, nec
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AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 14th, 2019 • GreenSky, Inc. • Services-business services, nec • Georgia

This AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”), dated as of July 10, 2019 (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”).

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AMENDMENT NO. 5
Servicing Agreement • August 14th, 2019 • GreenSky, Inc. • Services-business services, nec • Georgia

This AMENDMENT NO.5 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”), dated as of June 21, 2019 (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”).

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AMENDMENT NO. 6 TO SERVICING AGREEMENT
Servicing Agreement • May 15th, 2019 • GreenSky, Inc. • Services-business services, nec

THIS AMENDMENT NO. 6 TO SERVICING AGREEMENT (this “Amendment”) is made effective as of January 31, 2019 (the “Effective Date”) by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, an Ohio-chartered, FDIC-insured bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).

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Second Amended and Restated Servicing Agreement Dated as of December 31, 2016 by and between GreenSky, LLC and SunTrust Bank
Servicing Agreement • April 11th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia

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.

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reference to “Section 3.02(e)(ii) of the Servicing Agreement” therein and replace it with “Section 2.01(e)(ii) of the Servicing Agreement”. (h) Section 10.01(d) of the Credit Agreement is hereby deleted in its entirety. (i) Schedule VII to the Credit...
Warehouse Credit Agreement • November 9th, 2020 • GreenSky, Inc. • Services-business services, nec
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