Exhibit 10.21


 


CERTAIN CONFIDENTIAL
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COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED


 


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



    	 



    	



    
CERTAIN CONFIDENTIAL
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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, 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 (the “GreenSky®
Program”); and


 


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.


 


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, Servicer and Buyers agree 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:



    	 



    	



    
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“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.


 


“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.


 


“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.


 


“[*****].



    	 



    	



    
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“Financial
Condition Event” shall have the meaning set forth in Section 4.01.


 


“Governmental
Authority” shall mean any federal, state or local governmental or regulatory authority, agency, court, tribunal, commission
or other regulatory entity asserting jurisdiction over any Party or the activities of any Party.


 


“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.


 


“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.


 


“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).


 


“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.



    	 



    	



    
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“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).


 


“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 (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.


 


“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.


 


“Purchase Agreement”
shall have the meaning set forth in the Recitals.


 


“Servicer Default” shall have the meaning set forth in Section
4.01.



    	 



    	



    
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“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”).



    	 



    	



    
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(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.


 


(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.


 


(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



    	 



    	



    
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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.



    	 



    	



    
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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



    	 



    	



    
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which notice of such failure,
requiring the same to be remedied, shall have been given to Servicer by Buyers;


 


(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 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



    	 



    	



    
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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.



    	 



    	



    
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(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 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:


 


(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 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.



    	 



    	



    
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(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.



    	 



    	



    
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(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.



    	 



    	



    
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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.


 


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.


 


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, 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




    	 



    	



    
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	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 7.04 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 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



    	 



    	



    
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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 7.08 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 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, 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



    	 



    	



    
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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.



    	 



    	



    
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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



    	 



    	



    
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to the rights of Zalik hereunder, whether pursuant
to testamentary disposition, the laws of descent and distribution or otherwise.


 


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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