Exhibit 10.6


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 LOAN ORIGINATION AGREEMENT



 


THIS FIFTH AMENDMENT
TO LOAN ORIGINATION 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 Origination Agreement (as defined herein).


WITNESSETH:


WHEREAS, Lender
and Servicer have previously entered into that certain Origination Agreement dated as of August 4, 2015, as amended (the “Origination
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 Origination 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 Origination Agreement is hereby amended as follows:


a.       Section
1.01 of the Origination Agreement is hereby amended by deleting the definition of “Acquired Loans” and inserting the
following in lieu thereof:


““Acquired
Loans” shall mean loans previously originated by a financial institution other than Lender through the lending program
administered by Servicer that are acquired by Lender from time to time and that Lender and Servicer agree in writing to treat as
Loans under this Origination Agreement.”


b.       Section
2.01(a)(i) of the Origination Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:


“(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 $[*****] ($[*****]) 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





     


     


    
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


 



agreement of Lender and Servicer as evidenced by a written agreement. Loans shall be funded at 100% of par of the
Loan.”




c.       Schedule
B to the Origination Agreement is hereby amended by deleting item 3 under the heading [*****] in its entirety and inserting the
following in lieu thereof:


[*****]


2.       Except
as expressly amended hereby, the Origination 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