Exhibit



Exhibit 10.5


EXECUTION VERSION


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





FIFTH AMENDMENT TO SERVICING AGREEMENT


THIS FIFTH AMENDMENT TO SERVICING AGREEMENT (this “Amendment”) is made as of September 27, 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).
WITNESSETH:
WHEREAS, Lender and Servicer have previously entered into that certain Servicing Agreement dated as of August 4, 2015, as amended (the “Servicing Agreement”);
WHEREAS, on or about the date hereof, Lender is entering into one or more purchase agreements to acquire groups of loans originated by a financial institution other than Lender through the lending program administered by Servicer and, in connection therewith, Lender and Servicer have agreed to treat such acquired loans as if they were initially originated under the Origination Agreement and serviced at all times under the Servicing Agreement except as otherwise set forth in the applicable purchase agreement and as otherwise set forth in this Amendment; and
WHEREAS, Lender and Servicer desire to amend the Servicing Agreement as set forth herein; 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Servicer hereby agree as follows:
1.     Effective as of the Effective Date, the Servicing Agreement is hereby amended as follows:
a.    Section 1.01 of the Servicing Agreement is hereby amended by deleting the definition of “2018 Acquired Loans” set forth therein and inserting the following in lieu thereof:
““2018 Acquired Loans” shall mean: (a) the “Loans” as defined in that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of February 28, 2018, and (b) the May 2018 Acquired Loans, and (c) the September 2018 Acquired Loans.”
b.    Section 1.01 of the Servicing Agreement is hereby amended by adding the following definition in alphabetical order:
““September 2018 Acquired Loans” shall mean the “Loans” as defined in that certain Purchase and Sale Agreement between Lender, Servicer and [*****] dated as of September 27, 2018.”
c.     Section 1.01 of the Servicing Agreement is hereby amended by deleting the definition of “Promotional Loans” set forth therein and inserting the following in lieu thereof:
““Promotional Loans” shall mean each Loan for the greater of (i) 12 months from the date of initial funding, (ii) in the case of a deferred or interest only Loan, the duration of the deferred or interest 




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





only period (not to exceed 24 months) or (iii) in the case of a May 2018 Acquired Loan or a September 2018 Acquired Loan, 12 months from the date such Loan was acquired, for purposes of calculating the Bank Margin.”
d.    Section 3.01(e) of the Servicing Agreement is hereby amended by deleting the first sentence thereof and inserting the following in lieu thereof: 
“[*****]”


e.    Section 3.0l(e)(iv) of the Servicing Agreement is hereby amended by deleting the definition of “[*****]” set forth therein and inserting the following in lieu thereof: 
“[*****]”


f.    The definition of “[*****]” in Section 3.02 of the Servicing Agreement is hereby amended by adding the following at the end thereof: 
“[*****]”
2.    Except as expressly amended hereby, the Servicing Agreement shall remain in full force and effect.
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 document.


[Signature page follows]




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 executed this Amendment as of the date first above written.




SERVICER:


GREENSKY, LLC




By:     /s/ Timothy D. Kaliban            
(Signature)


Name:    Timothy D. Kaliban            
(Print Name)


Title:    President                




    






LENDER:


SYNOVUS BANK




By:     /s/ Christopher Pyle            
(Signature)


Name:    Christopher Pyle            
(Print Name)


Title:    Group Executive