8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 19, 2006

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware	814-00188	04-3291176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

437 Madison Avenue, 38th Floor, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 328-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

On December 19, 2006, Taxi Medallion Loan Trust I (the “Trust”), an indirect wholly-owned subsidiary of Medallion Financial Corp. (the “Company”), entered into an amendment (the “Amendment”) which amended the Amended and Restated Loan and Security Agreement, dated September 12, 2003, (as previously amended, supplemented or otherwise modified, the “Loan Agreement”), by and between the Trust and Merrill Lynch Commercial Finance Corp. (“Merrill Lynch”). The Amendment effectuated certain technical changes to the Loan Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

On December 19, 2006, Trust Medallion Loan Trust II (“Trust II”), a newly formed indirect wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement (the “Credit Agreement”) with Citicorp North America, Inc. (“CNAI”), as Administrative Agent, Citibank N.A. as the committed institutional lender (the “Committed Lender”) and Charta LLC as the conduit lender (the “Conduit Lender” and together with the Committed Lender, the “Lenders”).

Under the Credit Agreement, the Conduit Lender, an asset backed commercial paper conduit administered by CNAI, provides an initial amount of $125.0 million of revolving financing, which may be increased to $500.0 million with approval of the Lenders. This liquidity permits Trust II to purchase medallion loans originated by the Company’s wholly-owned subsidiary Medallion Funding Corp. (“Medallion Funding”) as well as other approved sellers. The indebtedness under the Credit Agreement will be primarily secured by the medallion loans originated by Medallion Funding or other approved sellers and sold to Trust II. Trust II’s loans are serviced by Medallion Funding.

Borrowings under the Credit Agreement bear interest at varying rates that are generally based on the Conduit Lender’s cost of commercial paper plus an applicable margin or the Committed Lender’s LIBO rate plus an applicable margin. Financing through the Credit Agreement will be provided for 364 days and if not renewed by the Conduit Lender, will be provided by the Committed Lender for two additional years.

The Credit Agreement contains customary covenants including a borrowing base covenant, rapid amortization in certain circumstances and covenants to preserve Trust II’s bankruptcy remote status. In addition, if certain financial tests are not met, Medallion Funding can be replaced as the servicer. The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, certain events of bankruptcy and insolvency, certain ERISA events, and judgments in excess of specified amounts.

Trust II is a separate legal and corporate entity with its own creditors who, in any liquidation of Trust II, would be entitled to be satisfied out of Trust II’s assets prior to any value in Trust II becoming available to Trust II’s equity holders. The assets of Trust II, including the medallion loans sold to Trust II, are not available to pay obligations of its affiliates or any other party, and the assets of affiliates or any other party are not available to pay obligations of Trust II.

The foregoing description is qualified in its entirety by reference to the agreements which are attached as exhibits hereto and are incorporated herein by reference in their entirety.

ITEM 8.01 OTHER EVENTS.

The Company issued a press release to the news media announcing, among other things, the Company’s completion of the Taxi Medallion Loan Trust II transaction described above.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in the press release is being furnished, not filed, pursuant to Item 8.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
4.1	Promissory Note, dated December 19, 2006, by Taxi Medallion Loan Trust II, in favor of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the lenders in the Managing Agent’s related lender group.
10.1	Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated December 19, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp.
10.2	Loan And Security Agreement, dated as of December 19, 2006, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent.
10.3	Servicing Agreement, dated as of December 19, 2006, among Medallion Funding Corp., Taxi Medallion Loan Trust II, and Citicorp North America, Inc.
10.4	Loan Sale and Contribution Agreement, dated December 19, 2006, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust II.
10.5	Amended and Restated Trust Agreement, dated as of December 19, 2006, by and between Medallion Funding Corp. and U.S. Bank Trust, N.A.
99.1	Press release, dated December 20, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDALLION FINANCIAL CORP.
By:	/s/ Larry D. Hall
Name:	Larry D. Hall
Title:	Chief Financial Officer
Date:	December 21, 2006

Exhibit Index

Exhibit No.	Description
4.1	Promissory Note, dated December 19, 2006, by Taxi Medallion Loan Trust II, in favor of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the lenders in the Managing Agent’s related lender group.
10.1	Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated December 19, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp.
10.2	Loan And Security Agreement, dated as of December 19, 2006, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent.
10.3	Servicing Agreement, dated as of December 19, 2006, among Medallion Funding Corp., Taxi Medallion Loan Trust II, and Citicorp North America, Inc.
10.4	Loan Sale and Contribution Agreement, dated December 19, 2006, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust II.
10.5	Amended and Restated Trust Agreement, dated as of December 19, 2006, by and between Medallion Funding Corp. and U.S. Bank Trust, N.A.
99.1	Press release, dated December 20, 2006.

EX-4.1

Exhibit 4.1

PROMISSORY NOTE

$125,000,000	December 19, 2006
	New York, New York

FOR VALUE RECEIVED, TAXI MEDALLION LOAN TRUST II, a Delaware statutory trust (the “Borrower”), hereby promises to pay to the order of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the Lenders in the Managing Agent’s related Lender Group, in lawful money of the United States, and in immediately available funds, the principal sum of $125,000,000 (or such lesser amount as shall equal the aggregate unpaid principal amount of the Advances made by the Lenders in the Managing Agent’s Lender Group to the Borrower under the Loan Agreement), on the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal amount of each such Advance, at such office, in like money and funds, for the period commencing on the date of such Advance until such Advance shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement.

This Note is one of the Notes referred to in that certain Loan and Security Agreement, dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among the Borrower, the Managing Agent, the other “Managing Agents” from time to time party thereto, the “Lenders” from time to time party thereto, and Citicorp North America, Inc., as Administrative Agent. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement.

The date and amount of each Advance made by the Lenders in the Managing Agent’s Lender Group to the Borrower and each payment made on account of the principal thereof, shall be recorded by the Managing Agent on its books and, prior to any transfer of this Note, endorsed by the Managing Agent on the schedules attached hereto and constituting a part hereof or any continuation thereof and any such recordation shall constitute Prima facie evidence of the accuracy of the information; provided, that the failure of the Managing Agent to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Loan Agreement or hereunder in respect of the Advances made by the Lenders in the Managing Agent’s Lender Group.

The Borrower agrees to pay all the Managing Agent’s and all of the Lenders’ in the Managing Agent’s Lender Group costs of collection and enforcement (including reasonable attorneys’ fees and disbursements of the Managing Agent’s and such Lenders’ counsel) in respect of this Note in accordance with the Loan Agreement, including, without limitation, reasonable attorneys’ fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, the Borrower hereby acknowledges, admits and agrees that the Borrower’s obligations under this Note are recourse obligations of the Borrower to which the Borrower pledges its full faith and credit.

The Borrower (a) waives diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Note, (b) expressly agrees that this Note, or any payment hereunder, may be extended from time to time, and consents to the acceptance of further Collateral, the release of any Collateral for this Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agrees that it will not be necessary for the Lender, in order to enforce payment of this Note, to first institute or exhaust the Lender’s remedies against the Borrower or any other party liable hereon or against any Collateral for this Note. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the Managing Agent with any person now or hereafter liable for the payment of this Note, shall affect the liability under this Note of the Borrower, even if the Borrower is not a party to such agreement; provided, however, that the Lender and the Borrower, by written agreement among them, may affect the liability of the Borrower.

Any reference herein to the Managing Agent shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note.

This Note shall be governed by and construed under the laws of the State of New York whose laws the Borrower expressly elects to apply to this Note. The Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the Supreme Court of the State of New York, Borough of Manhattan, or in the District Court of the United States for the Southern District of New York.

TAXI MEDALLION LOAN TRUST II
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Vice President

2

EX-10.1

Exhibit 10.1

Execution Copy

AMENDMENT NO. 5

TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 5, dated as of December 19, 2006 (this “Amendment”), to the Amended and Restated Loan and Security Agreement, dated as of September 12, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and between TAXI MEDALLION LOAN TRUST I (the “Borrower”) and MERRILL LYNCH COMMERCIAL FINANCE CORP. (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

RECITALS

WHEREAS, the Borrower and the Lender are parties to the Existing Loan Agreement;

WHEREAS, pursuant to the terms of that certain Bill of Sale and Assignment of Assets (the “Bill of Sale”), dated as of the date hereof, the Borrower wishes to transfer the Medallion Loans identified on Schedule 1 hereto (collectively, the “Specified Medallion Loans”) to Medallion Funding Corp. (“Medallion”);

WHEREAS, pursuant to the terms of Amendment to Amended and Restated Trust Agreement of Taxi Medallion Loan Trust I (the “Trust Amendment”), dated as of the date hereof, Medallion, as depositor of the Borrower, will amend the Amended and Restated Trust Agreement of Taxi Medallion Loan Trust I (the “Trust Agreement”), dated as of September 13, 2002 by and between Medallion and U.S. Bank Trust, N.A. as owner trustee, as successor-in-interest to Wachovia Trust Company, National Association, so as to allow for the transfer of the Specified Medallion Loans;

WHEREAS, the Borrower has entered into the Joint Participation Agreements with The OSG Two Corp. (“OSG II”) listed on Schedule 2 hereto (the “OSG II Participation Agreements”) and wishes OSG II to be a Permitted Junior Participant;

WHEREAS, the Medallion Loans identified on Schedule 2 hereto (the “OSG II Medallion Loans”) are subject to the OSG II Participation Agreements;

WHEREAS, the Borrower and the Lender have agreed, subject to the terms and conditions hereof, that (1) the Existing Loan Agreement shall be modified as set forth in this Amendment, and (2) the Lender shall consent to the amendment to the Trust Agreement and to the release of its liens on the Specified Medallion Loans;

NOW THEREFORE, the Borrower and the Lender hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, that the Existing Loan Agreement is hereby amended as follows:

SECTION 1. Amendments.

(a) Section 1.01 of the Existing Loan Agreement is hereby amended by inserting in proper alphabetical order the following new definition:

““Fifth Amendment Effective Date” shall mean the “Amendment Effective Date”, as defined in that certain Amendment No. 5, dated as of December 19, 2006.”

(b) Section 1.01 of the Existing Loan Agreement is hereby further amended by:

(i) deleting the reference to “and L-4” in the definition of “Approved Junior Participation Agreement” in its entirety and inserting in lieu thereof the following: “, L-4 and L-5”; and

(ii) deleting the reference to “and F-4” in the definition of “Junior Participation Supplemental Agreement” in its entirety and inserting in lieu thereof the following: “, F-4 and F-5”.

(c) Section 2.07 of the Existing Loan Agreement is hereby amended by inserting the following sentence at the end of Section 2.07(a):

“If the Borrower’s interest in a Junior Participation Medallion Loan is decreased pursuant to the terms of the applicable participation agreement, the Borrower shall, within (5) Business Days of such change, notify the Lender of such change and shall cause the Servicer to deliver to the Lender an updated Borrowing Base Certificate, certified complete and correct by a Responsible Officer of the Servicer.”

(d) The form of Borrowing Base Certificate attached as Exhibit B to the Existing Loan Agreement is hereby deleted in its entirety and the form of Borrowing Base Certificate attached as Annex I hereto is inserted in lieu thereof.

(e) Schedule 1.01(c) of the Existing Loan Agreement is hereby amended by inserting in proper numerical order the following:

“5. The OSG Two Corp.”

(f) The Existing Loan Agreement is hereby amended by adding the Form of Junior Participation Supplemental Agreement (The OSG Two Corp.), attached hereto as Annex II, as Exhibit F-5 to the Loan Agreement;

(g) The Existing Loan Agreement is hereby amended by adding the Form of Approved Junior Participation Agreement (The OSG Two Corp.), attached hereto as Annex III, as Exhibit L-5 to the Loan Agreement;

(h) The Form of Approved Junior Participation Agreement (The OSG Corporation) attached as Exhibit L-4 to the Existing Loan Agreement is hereby deleted in its entirety and the Form of Approved Junior Participation Agreement (The OSG Corporation) attached as Annex IV hereto is inserted in lieu thereof.

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SECTION 2. Waiver, Consent and Release.

(a) Solely with respect to the OSG II Medallion Loans, the Lender hereby agrees to waive any Default or Event of Default to the Credit Agreement arising solely from the fact that OSG II was not a Permitted Junior Participant at the time such OSG II Medallion Loans were transferred to the Borrower. This waiver is solely applicable to the OSG II Medallion Loans and shall not apply to any other Medallion Loan.

(b) Solely with respect to the Trust Amendment, the Lender hereby agrees to waive Section 7.08 to the Existing Loan Agreement.

(c) Subject to the terms hereof, the Lender (i) consents to the transfer of the Specified Medallion Loans pursuant to the terms of the Bill of Sale; and (ii) pursuant to a release letter, substantially in the form of Annex V hereto (the “Release Letter”), shall release all security interests and liens on the Specified Medallion Loans, the Medallion Loan Documents related thereto and the Medallion Collateral with respect thereto which the Borrower granted to the Lender under the Loan Documents.

SECTION 3. Conditions Precedent. This Amendment shall become effective on the first date (the “Amendment Effective Date”) on which all of the following conditions precedent shall have been satisfied:

(a) Documents. On the Amendment Effective Date, the Lender shall have received all of the following documents, each of which shall be satisfactory to the Lender in form and substance:

(i) Amendment. This Amendment, executed and delivered by a duly authorized officer of each of the Borrower and the Lender.

(ii) Secretary’s Certificate. A certificate of the Secretary or Assistant Secretary of the Borrower, substantially in the form of Exhibit A hereto, dated as of the date hereof, and

(1) certifying that, since the Effective Date of the Existing Loan Agreement and except for the Trust Amendment, there have been no changes to any of the organizational documents delivered pursuant to Section 5.01 of the Existing Loan Agreement,

(2) attaching a copy of the resolutions of the Borrower authorizing the execution, delivery and performance of this Amendment, the Trust Amendment and the borrowings contemplated under the Loan Agreement,

(3) attaching certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower in the jurisdiction of its organization, and

(4) certifying as to the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower.

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(iii) Bill of Sale. An executed copy of the Bill of Sale, substantially in the form of Exhibit B hereto, dated as of the date hereof.

(iv) Trust Amendment. An executed copy of the Trust Amendment, substantially in the form of Exhibit C hereto, dated as of the date hereof.

(v) OSG II Junior Participation Supplemental Agreement. An executed copy of the Junior Participation Supplemental Agreement, substantially in the form of Annex II hereto, dated as of the date hereof.

(vi) Release Letter. An executed copy of the Release Letter, dated as of the date hereof.

(vii) Side Letter. An executed copy of the Side Letter between the Lender, the Borrower, Taxi Medallion Loan Trust II and Citicorp North America, Inc., dated as of the date hereof.

(viii) Legal Opinion. A legal opinion of internal counsel to the Borrower.

(ix) Other Documents. Such other documents as the Lender or counsel to the Lender may reasonably request.

(b) No Default. On the Amendment Effective Date, (i) the Borrower shall be in compliance with all of the terms and provisions set forth in the Existing Loan Agreement and the other Loan Documents on its part to be observed or performed, (ii) the representations and warranties made and restated by the Borrower pursuant to Section 4 of this Amendment shall be true and complete in all material respects on and as of such date with the same force and effect as if made on and as of such date, and (iii) no Default or Event of Default shall have occurred and be continuing on such date.

(c) Release Amount. On the Amendment Effective Date, the Borrower shall have made a payment to the Lender in an amount equal to $67,419,226.32 (which amount is equal to the sum of the Release Prices with respect to the Specified Medallion Loans).

(d) Other Fees and Expenses. On the Amendment Effective Date, the Borrower shall have reimbursed the Lender for, or directly paid, all costs and expenses incurred by the Lender in connection with the negotiation, preparation and execution of this Amendment and all other outstanding amounts for which the Borrower is liable pursuant to Section 10.03 of the Loan Agreement, including, without limitation, the fees, disbursements and expenses of Cadwalader, Wickersham & Taft LLP, counsel to the Lender.

SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants to the Lender that (a) it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, (b) that no Default or Event of Default has occurred or is continuing, and (c) that each of the OSG II Medallion Loans is, other than for the fact that OSG II was not a Permitted Junior Participant at the time such loan was transferred to the Borrower, an Eligible Medallions Loan, and hereby confirms and reaffirms each of the representations and warranties contained in Article VI of the Loan Agreement.

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SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references therein and herein to the “Loan Documents” shall be deemed to include, in any event, this Amendment and each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended hereby.

SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES FOLLOW]

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Execution Copy

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Amendment to be executed on its behalf by its officer hereunto duly authorized, as of the date first above written.

BORROWER
TAXI MEDALLION LOAN TRUST I
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Vice President
LENDER
MERRILL LYNCH COMMERCIAL FINANCE CORP.
By:	/s/ Ryan D. Bell
Name:	Ryan D. Bell
Title:	Vice President

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

LOAN AND SECURITY AGREEMENT

Dated as of December 19, 2006

among

TAXI MEDALLION LOAN TRUST II,

as Borrower,

THE PERSONS FROM TIME TO TIME

PARTY HERETO AS CONDUIT LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTY HERETO AS COMMITTED LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTY HERETO AS MANAGING AGENTS,

and

CITICORP NORTH AMERICA, INC.,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS		1
Section 1.01	Certain Defined Terms	1
Section 1.02	Accounting Terms and Determinations	25
ARTICLE II ADVANCES, NOTE AND PREPAYMENTS		25
Section 2.01	Advances Before the Term Period Commencement Date.	25
Section 2.02	Notes	26
Section 2.03	Procedure for Borrowing.	26
Section 2.04	Delivery of Medallion Loan Files	28
Section 2.05	Repayment of Advances; Interest.	28
Section 2.06	Illegality LIBO Rate Inadequate; Inability to Determine LIBO Rate.	29
Section 2.07	Determination of Borrowing Base; Mandatory Prepayments or Pledge; Rapid Amortization Events.	30
Section 2.08	Optional Prepayments; Release of Medallion Loans upon Repayment.	31
Section 2.09	Interest Protection; Increased Capital, etc.	32
Section 2.10	Purpose of Advances	33
Section 2.11	Taxes.	33
Section 2.12	Increases and Reductions in the Commitments.	35
Section 2.13	Collection Account.	35
Section 2.14	Extension of Scheduled Termination Date	36
Section 2.15	Funding Losses	37
Section 2.16	Collateral Advance Account.	37
ARTICLE III PAYMENTS; COMPUTATIONS; FEES		38
ARTICLE IV COLLATERAL SECURITY		40
Section 4.01	Collateral; Security Interest.	40
Section 4.02	Further Documentation	41
Section 4.03	Changes in Locations, Name, etc	41
Section 4.04	Administrative Agent’s Appointment as Attorney-in-Fact.	42
Section 4.05	Performance of Borrower’s Obligations	43
Section 4.06	Proceeds	44
Section 4.07	Remedies	44
Section 4.08	Limitation on Duties Regarding Presentation of Collateral	45
Section 4.09	Powers Coupled with an Interest	45
Section 4.10	Release of Security Interest	45
ARTICLE V CONDITIONS PRECEDENT		46
Section 5.01	Initial Advance	46
Section 5.02	Initial Advance, Subsequent Advances and Disbursements from the Collateral Advance Account	47

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWER		49
Section 6.01	Eligible Medallion Loans	49
Section 6.02	Existence; Qualification; No Change to Organizational Documents	50
Section 6.03	Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice	50
Section 6.04	No Breach	50
Section 6.05	Litigation	50
Section 6.06	No Adverse Selection	51
Section 6.07	Bulk Transfer	51
Section 6.08	Indebtedness	51
Section 6.09	Borrower’s Purpose	51
Section 6.10	Adverse Orders	51
Section 6.11	Taxes	51
Section 6.12	Chief Executive Office; Jurisdiction of Organization	51
Section 6.13	Legal Name	51
Section 6.14	Solvency	51
Section 6.15	Subsidiaries	52
Section 6.16	Consideration	52
Section 6.17	True and Complete Disclosure	52
Section 6.18	Proceeds Regulations	52
Section 6.19	Adverse Agreements	52
Section 6.20	Investment Company	52
Section 6.21	No Default	52
Section 6.22	Underwriting and Servicing	53
Section 6.23	ERISA	53
Section 6.24	Sharing of Payments	53
Section 6.25	Collateral Security; Acquisition	53
Section 6.26	Subsidiary	53
Section 6.27	Subsidiaries of the Parent	54
Section 6.28	Standard Form Medallion Loan Documentation	54
Section 6.29	Anti-Terrorism Laws and Anti-Money Laundering Laws	54
Section 6.30	No Violation of Anti-Money Laundering Laws	54
ARTICLE VII COVENANTS OF THE BORROWER		55
Section 7.01	Existence; etc.	55
Section 7.02	Special Purpose Entity.	55
Section 7.03	Accuracy of Opinions	56
Section 7.04	Prohibition on Adverse Claims	57
Section 7.05	Prohibition on Fundamental Change	57
Section 7.06	Sale or Contribution Treatment	57
Section 7.07	Prohibition on Modifications	57
Section 7.08	Amendment to Organizational Documents	57
Section 7.09	Remittance of Collections	57

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TABLE OF CONTENTS

(continued)

		Page
Section 7.10	Hedging Strategy	57
Section 7.11	Litigation	57
Section 7.12	Notices	58
Section 7.13	Additional Information	58
Section 7.14	Transaction with Affiliates	58
Section 7.15	Limitation on Liens	59
Section 7.16	Advertising, Origination and Servicing Activities	59
Section 7.17	Required Filings	59
Section 7.18	Financial Statements	59
Section 7.19	Maintenance of Insurance	60
Section 7.20	Pricing Reports; Monthly Liquidation Reports	60
Section 7.21	Underwriting Guidelines	60
Section 7.22	Approved Purchase Agreement Sale or Contribution Treatment	60
Section 7.23	Concerning Portfolio Purchases	60
ARTICLE VIII EVENTS OF DEFAULT		61
ARTICLE IX REMEDIES UPON DEFAULT		63
ARTICLE X MISCELLANEOUS		63
Section 10.01	Waiver	63
Section 10.02	Notices	64
Section 10.03	Indemnification and Expenses.	64
Section 10.04	Amendments, Waivers.	65
Section 10.05	Successors and Assigns	66
Section 10.06	Survival	66
Section 10.07	Captions	66
Section 10.08	Counterparts	66
Section 10.09	Governing Law; etc.	66
Section 10.10	Submission to Jurisdiction; Waivers	66
Section 10.11	Waiver of Jury Trial	67
Section 10.12	Acknowledgments	67
Section 10.13	Assignability.	68
Section 10.14	Alteration of Medallion Loan Documents	70
Section 10.15	Periodic Due Diligence Review	70
Section 10.16	Usury Savings Clause	71
Section 10.17	No Proceedings	71
Section 10.18	Limitation of Liability.	71
Section 10.19	Confidentiality.	72
Section 10.20	USA Patriot Act	73
Section 10.21	Trust Indenture Act	73
ARTICLE XI THE AGENTS		73
Section 11.01	Authorization and Action	73
Section 11.02	Agents’ Reliance, Etc	74

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TABLE OF CONTENTS

(continued)

		Page
Section 11.03	Agents and Affiliates	74
Section 11.04	Lender’s Loan Decision	74
Section 11.05	Delegation of Duties	75
Section 11.06	Indemnification	75
Section 11.07	Successor Agents	75

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SCHEDULES
Schedule 1.01	Permitted Junior Participants
Schedule 1	Eligibility Criteria
Schedule 2	Lender Groups
Schedule 6.25	Filing Jurisdictions
Schedule 6.27	Parent Subsidiaries
Schedule 7.20	Pricing Reports
Schedule 10.02	Notice Addresses
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Borrowing Base Certificate
Exhibit C	Form of Collection Account Control Agreement
Exhibit D	Form of Custodial Agreement
Exhibit E	Credit and Collection Policy
Exhibit F	Underwriting Guidelines
Exhibit G	Form of Compliance Certificate
Exhibit H	Form of Notice of Borrowing and Pledge
Exhibit I	Form of Tax Certificate
Exhibit J	Form of Assignment and Acceptance
Exhibit K	Forms of Approved Junior Participation Agreement
Exhibit L	Forms of Junior Participation Supplemental Agreement

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LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT, dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Loan Agreement”), is made by and among TAXI MEDALLION LOAN TRUST II, a Delaware statutory trust (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and CITICORP NORTH AMERICA, INC., as Administrative Agent for the Conduit Lenders and the Committed Lenders.

RECITALS

WHEREAS, to finance the purchase of certain Medallion Loans, the Borrower may from time to time request Advances (or, during the Term Period, disbursements from the Collateral Advance Account) from the Lenders on the terms and conditions of this Loan Agreement;

WHEREAS, the Conduit Lenders may, in their sole discretion, make Advances so requested from time to time, and if a Conduit Lender in any Lender Group elects not to make any such Advances, the Committed Lenders in such Lender Group have agreed that they shall make such Advances, in each case subject to the terms and conditions of this Loan Agreement; and

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this Section 1.01 or in other provisions of this Loan Agreement in the singular to have the same meanings when used in the plural and vice versa):

“Accepted Servicing Practices” shall have the meaning assigned thereto in the Servicing Agreement.

“Adjusted LIBO Rate” means, for any Interest Period, an interest rate per annum obtained by dividing (i) the LIBO Rate for such Interest Period by (ii) a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest Period.

“Administrative Agent” has the meaning specified in the preamble.

“Advance” shall mean the amounts advanced to the Borrower by the Lenders pursuant to Section 2.01(a) and the amounts advanced to the Collateral Advance Account by the Lenders pursuant to Section 2.01(b).

“Advance Rate” means, in respect of any Medallion Loan as of any date of determination, a rate equal to the difference between (i) the Credit Advance Rate with respect to such Medallion Loan as of such date of determination and (ii) the Interest Rate Reserve Percentage as of such date of determination.

“Adverse Claim” means a lien, security interest, charge, encumbrance or other right or claim of any Person other than, with respect to the Collateral, any lien, security interest, charge, encumbrance or other right or claim in favor of the Administrative Agent for the benefit of the Secured Parties.

“Affected Party” means any Lender, CNAI, individually and in its capacity as Administrative Agent, any Managing Agent, any Liquidity Provider and, with respect to each of the foregoing, the parent company that controls such Person.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power (a) to vote 10% or more of the securities or interests (on a fully diluted basis) having ordinary voting power for the directors or managing partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or interests, by contract, or otherwise.

“Anti-Money Laundering Laws” means the BSA and all applicable requirements of law under 18 U.S.C. §§ 1956 and 1957.

“Anti-Terrorism Laws” means the OFAC Laws and Regulations, the Executive Orders and the USA Patriot Act.

“Applicable Margin” has the meaning set forth in the Fee Letter.

“Approved Hedge Provider” means a hedging counterparty with the Borrower that has been approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed.

“Approved Hedging Agreement” means an agreement setting forth a Hedging Arrangement that has been approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed.

“Approved Junior Participation Agreement” shall mean a participation agreement between Medallion Funding and a Permitted Junior Participant, substantially in one of the forms attached hereto as Exhibit K, as amended, supplemented, restated or otherwise modified from time to time with the consent of the Administrative Agent in its sole and absolute discretion.

“Approved Purchase Agreement” shall mean each purchase and sale agreement for Medallion Loans between the Borrower, as purchaser, and an Approved Seller, together with all instruments, documents and agreements executed in connection therewith, acceptable to the Administrative Agent in writing in its sole and absolute discretion, as such Approved Purchase Agreement may from time to time be amended, supplemented, restated or otherwise modified in accordance with the terms hereof.

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“Approved Seller” shall mean any Person, other than Medallion Funding, acceptable to the Administrative Agent in its sole and absolute discretion and approved in writing by the Administrative Agent, as seller of Medallion Loans to the Borrower pursuant to an Approved Purchase Agreement.

“Asset Purchase Agreement” means any asset purchase or other agreements pursuant to which a Conduit Lender may from time to time assign part or all of the Advances made by such Conduit Lender to a Liquidity Provider, as amended, restated, supplemented or otherwise modified from time to time.

“Assignment and Acceptance” means an Assignment and Acceptance substantially in the form of Exhibit J hereto.

“Available Funds” means, as of any date funds are applied pursuant to Section 3.02 hereof to reduce amounts payable by the Borrower hereunder, (A) any funds on deposit (including funds representing earnings of investments made from funds in the Collection Account) in the Collection Account as of such date, (B) any funds on deposit in the Collateral Advance Account representing earnings of investments made from funds in the Collateral Advance Account as of such date, (C) if the Termination Date has occurred, all other amounts in the Collateral Advance Account as of such date, and (D) any amounts remitted by the Borrower to the Servicer or the Administrative Agent, as applicable, to be applied to pay amounts owing hereunder as of such date.

“Bankruptcy Event” shall be deemed to have occurred with respect to a Person if either:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidation, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 30 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

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“Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall at all times be equal to the higher of: (A) the Prime Rate, and (B) the Federal Funds Rate plus 0.50%.

“Base Rate Advance” has the meaning specified in Section 2.06.

“Borrower” shall have the meaning assigned to such term in the Preamble.

“Borrower Information” shall have the meaning assigned in Section 10.19.

“Borrower Representative” shall have the meaning assigned in Section 10.19.

“Borrowing Base” shall mean at any time an amount equal to the aggregate Collateral Value of all Eligible Medallion Loans pledged to the Administrative Agent hereunder at such time.

“Borrowing Base Certificate” shall mean a certificate, substantially in the form of Exhibit B hereto, with appropriate insertions, showing the Borrowing Base as of the date set forth therein, and certified as complete and correct by a Responsible Officer of the Servicer.

“Borrowing Base Certificate Date” shall mean the fifteenth (15^th) day of each calendar month, or, if such date is not a Business Day, the next succeeding Business Day.

“Borrowing Base Deficiency” shall have the meaning provided in Section 2.07(b) hereof.

“Boston Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of Boston, Massachusetts.

“Breakage Costs” means for any Interest Period with respect to Advance held by a Lender (i) the amount, if any, by which the additional interest which would have accrued during such Interest Period on the reductions of the principal balance of such Advance relating to such Interest Period had a prepayment of principal not occurred, exceeds (ii) the income, if any, received by the Lender which holds such Advance from the investment of the proceeds of such reductions of principal balance. A certificate as to the amount of any Breakage Costs (including the computation of such amount) shall be submitted by the affected Lender to the Borrower and shall be conclusive and binding for all purposes, absent manifest error.

“BSA” means the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq.

“Business Day” means any day other than a Saturday, Sunday or public holiday or the equivalent for banks in New York City, New York and, if the term “Business Day” is used in connection with the LIBO Rate, any day on which dealings are carried on in the London interbank market.

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“Cambridge Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of Cambridge, Massachusetts.

“Chicago Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of Chicago, Illinois.

“Class” shall mean the status of a Medallion Loan at any time as a Class A Medallion Loan, Class B Medallion Loan, Class C Medallion Loan, Class D Medallion Loan or Class E Medallion Loan.

“Class A Medallion Loans” shall mean Eligible Medallion Loans in respect of which there is no delinquency in payment or there is a delinquency in the payment of principal and/or interest which continues for a period of up to 30 days (without regard to any applicable grace periods).

“Class B Medallion Loans” shall mean Eligible Medallion Loans in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period greater than and including 31 days but not in excess of 60 days (without regard to any applicable grace periods).

“Class C Medallion Loans” shall mean Eligible Medallion Loans in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period greater than and including 61 days but not in excess of 90 days (without regard to any applicable grace periods).

“Class D Medallion Loans” shall mean Eligible Medallion Loans in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period greater than and including 91 days but not in excess of 180 days (without regard to any applicable grace periods).

“Class E Medallion Loans” shall mean Eligible Medallion Loans in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period greater than and including 181 days but not in excess of 360 days (without regard to any applicable grace periods).

“CLTV Rapid Amortization Event” shall have the meaning provided in Section 2.07(c) hereof.

“CNAI” means Citicorp North America, Inc., a Delaware corporation.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall have the meaning provided in Section 4.01(b) hereof.

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“Collateral Advance Account” means the collateral deposit account established in accordance with Section 2.16.

“Collateral Advance Account Bank” has the meaning specified in Section 2.16.

“Collateral Value” shall mean, with respect to any Eligible Medallion Loan on any date of determination, an amount equal to the product of (a) the Advance Rate applicable to such Eligible Medallion Loan and (b) the Net Principal Balance of such Eligible Medallion Loan; provided, that:

(a) the following additional limitations shall apply:

(i) the aggregate Collateral Value of all Eligible Medallion Loans which consist of New York City Medallion Loans shall be no less than 70.0% of the aggregate Collateral Value of all Eligible Medallion Loans at such time (or such other percentage as the Administrative Agent may consent to from time to time);

(ii) the aggregate Collateral Value of all Eligible Medallion Loans which consist of Chicago Medallion Loans, Boston Medallion Loans, Cambridge Medallion Loans, Newark Medallion Loans, Philadelphia Medallion Loans or Other Acceptable Medallion Loans shall not exceed 30.00% of the aggregate Collateral Value of all Eligible Medallion Loans at such time (or such other percentage as the Administrative Agent may consent to from time to time);

(iii) the aggregate Collateral Value of all Eligible Medallion Loans that are included in the Borrowing Base at any time and that are Wet Loans shall not exceed $15,000,000;

(iv) the aggregate Collateral Value of all Eligible Medallion Loans that are included in the Borrowing Base at any time and that are owing by any individual Obligor and all of such Obligor’s Affiliates shall not exceed the lesser of (A) 7.50% of the aggregate Collateral Value of all Eligible Medallion Loans at such time and (B) $20,000,000; and

(v) the aggregate Collateral Value of all Eligible Medallion Loans that are included in the Borrowing Base at any time and that are not Class A Medallion Loans or Class B Medallion Loans shall not exceed 7.5% of the aggregate Collateral Value of all Eligible Medallion Loans at such time; and

(b) the Collateral Value shall be deemed to be zero with respect to each Medallion Loan:

(i) with respect to which the eligibility criteria set forth on Schedule 1 are not satisfied on such date;

(ii) for which the Medallion Loan File has been released from the possession of the Custodian under the Custodial Agreement to any Person other than the Administrative Agent or a Person acting as the consenting bailee for the Administrative Agent for a period of fifteen (15) or more consecutive days;

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(iii) which exceeds the limitations on Collateral Value set forth in paragraph (a) above; or

(iv) for which the Custodian has not received the Medallion Loan File with respect to such Medallion Loan in the time and manner set forth in Section 2.04.

“Collection Account” shall mean a segregated bank account maintained by the Collection Account Bank, as depositary, pursuant to the Collection Account Control Agreement, in the name of the Borrower for the benefit of the Administrative Agent and subject to a security interest in favor of the Administrative Agent for the benefit of the Secured Parties into which all Collections shall be deposited by the Servicer.

“Collection Account Bank” shall mean Citibank, N.A.

“Collection Account Control Agreement” shall mean that certain Deposit Account Control Agreement, dated as of the date hereof, by and among the Borrower, the Administrative Agent, and the Collection Account Bank, as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Collections” shall mean, collectively, all collections, payments and recoveries on or in respect of the Medallion Loans, the Hedging Arrangements and the other Medallion Collateral (including without limitation insurance proceeds and proceeds of the disposition of the Medallion Loans or of assets securing or otherwise subject to the Medallion Loans), and all proceeds of the foregoing, including, any payments from Medallion Funding in respect of any obligation to repurchase any Medallion Loan from the borrower in accordance with the terms of the Purchase Agreement. For the avoidance of doubt, “Collections” shall include all payments in respect of any Medallion Loans that are received or deemed to have been received by the Servicer, any Related Party or any other Seller in connection with any refinancing of or modification to such Medallion Loan.

“Combined Loan-To-Value Ratio” or “CLTV” shall have the meaning provided in Section 2.07(c) hereof.

“Committed Lender” means, as to any Lender Group, each of the financial institutions listed on Schedule 2 as a “Committed Lender” for such Lender Group, together with its respective successors and permitted assigns.

“Commitment” of any Committed Lender means the Dollar amount set forth on Schedule 2 hereto or, in the case of a Committed Lender that becomes a party to this Loan Agreement pursuant to an Assignment and Acceptance the amount set forth therein as such Committed Lender’s “Commitment”, in each case as such amount may be (i) reduced or increased by any Assignment and Acceptance entered into by such Committed Lender and the other parties thereto in accordance with the terms hereof or (ii) increased or reduced pursuant to Section 2.12.

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“Commitment Termination Date” means the earlier of (a) December 18, 2007, as such date may be extended pursuant to Section 2.14 hereof and (b) the Termination Date (to the extent that the Termination Date occurs pursuant to clauses (ii) or (iii) of the definition thereof); provided, however, that if, and only if, the Term Period Commencement Date shall have occurred before December 15, 2009, the Commitment Termination Date shall mean the earlier of (i) December 15, 2009 and (ii) the Termination Date (to the extent that the Termination Date occurs pursuant to clauses (ii) or (iii) of the definition thereof).

“Compliance Certificate” shall mean a certificate, substantially in the form of Exhibit G hereto, with appropriate insertions and certified as complete and correct by a Responsible Officer of the Borrower.

“Conduit Lender” means, collectively, the Persons identified as “Conduit Lenders” on Schedule 2 and their respective successors and permitted assigns.

“Conduit Lending Limit” means, for any Conduit Lender, the maximum principal amount of the Advances which may be advanced by such Conduit Lender as set forth on Schedule 2 (or on the signature pages to the Assignment and Acceptance pursuant to which such Conduit Lender became a party hereto), subject to assignment pursuant to Section 10.05, as such amount may be modified from time to time by notice from the related Managing Agent to the Borrower and the Administrative Agent.

“Corporate Medallion” shall mean a Medallion that is not an Individual Medallion.

“CP Rate” means, with respect to any Conduit Lender for any Advance, to the extent such Conduit Lender funds such Advance by issuing Promissory Notes, the per annum rate equivalent to the sum of (i) the weighted average cost (as reasonably determined by the related Managing Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Promissory Notes maturing on dates other than those on which corresponding funds are received by such Conduit Lender, other borrowings by such Conduit Lender and any other costs associated with the issuance of Promissory Notes) to the extent related to the issuance of Promissory Notes that are allocated, in whole or in part, by such Conduit Lender or its related Managing Agent to fund or maintain such Advance during such Interest Period and (ii) 0.02%.

“Credit Advance Rate” shall mean, with respect to each Eligible Medallion Loan, the “Credit Advance Rate” set forth in the chart below opposite the applicable Class of such Eligible Medallion Loan:

Class of Medallion Loans	Credit Advance Rate
Class A Medallion Loans	94	%
Class B Medallion Loans	90	%
Class C Medallion Loans	85	%
Class D Medallion Loans	75	%
Class E Medallion Loans	50	%

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provided, however, that if:

(i) the Delinquency Ratio shall exceed 7.5%, or

(ii) the aggregate outstanding balance of Class D Medallion Loans and Class E Medallion Loans exceeds the positive difference between Net Principal Balance and the Borrowing Base; or

(iii) the Cumulative Losses for Medallion Loans shall exceed $1,000,000; or

(iv) (A) the average cost of fully liquidating a Medallion, determined as of the last day of each month, based on the cost of liquidating Medallions during the preceding three months (or if fewer than ten Medallions were liquidated during such three-month period, based on the cost of liquidating the ten most recently liquidated Medallions), exceeds 5% of the original principal balance as determined by the Administrative Agent in its sole discretion exercised in good faith, or (B) the average time required to fully liquidate a Medallion in a jurisdiction, determined as of the last day of each month, based on the time of liquidating Medallions during the preceding three months (or if fewer than ten Medallions were liquidated during such three-month period, based on the time of liquidating the ten most recently liquidated Medallions), exceeds the number of days allotted per jurisdiction as set forth on Schedule 10 to the Borrowing Base Certificate under “Cannot exceed      days” due to a change in the procedure for liquidating Medallions by the applicable Taxi Commission, in each case as determined by the Lender in its sole discretion exercised in good faith, in which case the Credit Advance Rate may be reduced only with respect to Medallion Loans secured by Medallions in the jurisdiction in which such average time to liquidate Medallions exceeds the applicable allotted number of days,

then, in each case, the Credit Advance Rate applicable to all Eligible Loans, in the sole and absolute discretion of the Administrative Agent, shall be reduced by an amount of up to 2.5 percentage points.

“Credit and Collection Policy” shall mean the credit and collection policy of Medallion Funding, as Servicer, for Medallion Loans attached hereto as Exhibit E.

“Cumulative Losses” shall mean cumulative losses actually realized in any one calendar year with respect to Medallion Loans from and after the time such loans became Medallion Loans, but shall not include costs, expenses or losses resulting from Hedging Arrangements.

“Custodial Agreement” shall mean that certain Custodial Agreement, dated as of the date hereof, among the Borrower, the Custodian, the Servicer and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time.

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“Custodian” shall mean Wells Fargo Bank, National Association, as custodian under the Custodial Agreement, and its successors and permitted assigns thereunder.

“Custodian Fee” shall have the meaning provided for in the Custodial Agreement.

“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Default Rate” shall mean, in respect of any principal of any Advance or, to the extent permitted by law, any other amount under this Loan Agreement, the Notes or any other Loan Document that is not paid when due to any Secured Party (whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to the Base Rate plus 2.00% per annum.

“Delinquency Ratio” means, as of the last day of each month, (x) the aggregate of the Net Principal Balance as of such date of all Medallion Loans that are not Class A Medallion Loans or Class B Medallion Loans as of such date, divided by (y) the aggregate of the Net Principal Balance of all Medallion Loans at such time.

“Discount Rate” means, as of any date of determination, a per annum rate equal to the sum of (i) the greater of (A) the Swap Rate as of such date of determination and (B) the LIBO Rate as of such date of determination and (ii) 1.00%.

“Discount Spread” means, as of any date of determination, an amount equal to the difference between (i) the Discount Rate on such date of determination and (ii) the Weighted Average APR as of such date of determination.

“Discount Spread Rapid Amortization Event” shall have the meaning provided in Section 2.07(d) hereof.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Due Diligence Review” shall mean the performance by the Administrative Agent of any or all of the reviews permitted under Section 10.15 hereof with respect to any or all of the Medallion Loans, as desired by the Administrative Agent from time to time.

“Effective Date” shall mean December 19, 2006.

“Eligible Institution” means a depository institution organized under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank authorized under any such laws), (a) whose senior long-term unsecured debt obligations are rated at least A or better by S&P and A2 or better by Moody’s, and (b) which has a combined capital and surplus of at least $100,000,000.

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“Eligible Investments” means book-entry securities entered on the books of the registrar of such securities and held in the name or on behalf of the Administrative Agent, negotiable instruments or securities represented by instruments in bearer or registered form (registered in the name of the Administrative Agent or its nominee) which evidence:

(a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the United States;

(b) insured demand deposits, time deposits or certificates of deposit of any commercial bank that (i) is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated, at the time of the investment or contractual commitment to invest therein, as described in clause (d), (iii) is organized under the laws of the United States or any state thereof and (iv) has combined capital and surplus of at least $500,000,000;

(c) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a) and (b) above entered into with any bank of the type described in clause (b) above;

(d) commercial paper having, at the time of the investment or contractual commitment to invest therein, the highest short-term rating from each of S&P and Moody’s; or

(e) units of taxable money market funds (which may be 12b-1 funds, as contemplated under the rules promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940), which funds have the highest rating available for such securities from S&P and Moody’s or which have been designated in writing by S&P and Moody’s as eligible investments.

“Eligible Medallion Loan” shall mean a Medallion Loan purchased by the Borrower from a Seller (a) which satisfies the eligibility characteristics set forth on Schedule 1 hereto on and as of the applicable Funding Date and which continues to satisfy such eligibility characteristics at all times thereafter while such Medallion Loan is included in the Borrowing Base and (b) as to which the Administrative Agent has received evidence satisfactory to the Administrative Agent that such Medallion Loan was acquired by each of the Seller and the Borrower pursuant to a “true sale” transaction.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Event of Default” shall have the meaning provided in Article VIII hereof.

“Federal Funds Rate” means, with respect to any Lender for any period, a fluctuating interest rate per annum equal (for each day during such period) to the weighted

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average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York; or if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Managing Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means (i) the Fee Letter dated the date hereof among CNAI, as a Managing Agent, the related Lenders and the Borrower, and (ii) each other fee letter executed in connection with this Loan Agreement, each as amended, restated, supplemented or otherwise modified from time to time.

“Financing Lease” shall mean any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

“Fixed/Floating Percentage” shall mean, as of any date of determination, an amount equal to (i) the Net Principal Balance of all Medallion Loans, as of such date of determination, that are Fixed Rate Medallion Loans divided by (ii) the Net Principal Balance of all Medallion Loans, as of such date of determination.

“Fixed Rate Medallion Loan” shall mean any Medallion Loan which is subject to a contractual rate modification or readjustment less frequently than once per calendar month.

“Freshstart” shall mean Freshstart Venture Capital Corp., a New York corporation.

“Funding Date” shall mean, (x) with respect to a Medallion Loan, the first date on which an Advance (or, during the Term Period, a disbursement of funds from the Collateral Advance Account) is made hereunder to fund the purchase of such Medallion Loan, and (y) with respect to any Advance (or, during the Term Period, a disbursement of funds from the Collateral Advance Account), the date on which such Advance (or, during the Term Period, such disbursement of funds from the Collateral Advance Account) is made.

“Funding Date Documentation” shall have the meaning assigned to such term in the Custodial Agreement.

“Funding Documentation Receipt Date” shall have the meaning assigned to such term in the Custodial Agreement.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over the Borrower or any of its properties.

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“Hedge Indemnities” any amounts payable by Borrower to any Approved Hedge Provider in respect of any indemnities under any Approved Hedging Agreement.

“Hedge Provider Scheduled Payments” means the amounts due and owing to any Approved Hedge Provider pursuant to any Approved Hedging Agreement other than the Hedge Breakage Costs and Hedge Indemnities.

“Hedge Provider Termination Payment” means any lump-sum amount payable to the Approved Hedge Provider in connection with the designation of an “Early Termination Date” as defined in the Approved Hedging Agreement.

“Hedging Arrangement” shall mean, with respect to any or all of the Medallion Loans, any interest rate swap, cap or collar agreement, eurodollar future contracts, repurchase agreement or other agreements or arrangements (including any arrangement providing for the short sale of U.S. Treasury securities), and any securities, securities accounts or securities contracts relating to the foregoing, in each case intended to provide protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by the Borrower or a designee of the Borrower and the hedging counterparty.

“Hedging Strategy” shall mean a commercially reasonable interest rate hedging strategy acceptable to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) that is designed to provide protection against fluctuations in interest rates, which strategy may from time to time include the purchase of fixed-for-floating interest rate swaps, long-dated LIBO Rate or interest rate caps.

“Indebtedness” shall mean, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person and (e) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof.

“Indemnified Party” shall have the meaning provided in Section 10.03 hereof.

“Individual Medallion” shall mean a Medallion issued to an Obligor who is a natural person in circumstances where such natural person is the only party who may use such Medallion (commonly referred to as an “owner-driver medallion”).

“Interest Period” means (i) initially, the period commencing on the Effective Date and ending on (and including) the Sunday prior to the first Weekly Payment Date occurring after the Effective Date, and (ii) thereafter, each period commencing on the day after the last day of the most recently ended Interest Period and ending on (and including) the Sunday prior to the next Weekly Payment Date following such date.

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“Interest Rate” means, with respect to any Advance for any day (i) to the extent such Advance is funded on such day by a Conduit Lender through the issuance of Promissory Notes, the CP Rate and (ii) otherwise, subject to Section 2.06, a rate equal to the sum of (A) the Adjusted LIBO Rate and (B) the Applicable Margin; provided, that at all times following the occurrence and during the continuation of an Event of Default, the Interest Rate for each Advance shall be the Default Rate.

“Interest Rate Reserve Percentage” means, on any date of determination, (i) if the Discount Spread on such date of determination is less than 0.0%, 0 and (ii) if the Discount Spread is greater than 0.0% on such date of determination, an amount equal to the following:

WAR x FFP x DS x WAL, where:

“WAR” means the Weighted Average Credit Advance Rate as of such date of determination

“DS” means the Discount Spread on such date of determination.

“FFP” means the Fixed/Floating Percentage on such date of determination.

“WAL” means the Weighted Average Life as of such date of determination.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Junior Participation Medallion Loan” shall mean a Medallion Loan that is subject to a Permitted Junior Participation Interest.

“Junior Participation Supplemental Agreement” shall mean each Junior Participation Supplemental Agreement among the Administrative Agent, the Borrower, Medallion Funding and a Permitted Junior Participant, substantially in one the forms attached hereto as Exhibit L, or any other Junior Participation Supplemental Agreement among the Administrative Agent, the Borrower, Medallion Funding and a Permitted Junior Participant approved by the Administrative Agent in its sole and absolute discretion, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Lender” means any Conduit Lender or Committed Lender, as applicable, and “Lenders” means, collectively, the Conduit Lenders and the Committed Lenders.

“Lender Group” means any Managing Agent and its related Conduit Lenders and Committed Lenders.

“Lender Group Limit” means, for any Lender Group, as of any date of determination, on amount equal to the sum of the Commitments of the Committed Lenders in such Lender Group as of such date of determination.

“Lender Group Percentage” means, for any Lender Group, the percentage equivalent of a fraction (expressed out to five decimal places), the numerator of which is the aggregate Commitments of all Committed Lenders in such Lender Group and the denominator of which is the aggregate Commitments of all Committed Lenders.

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“Lender Representative” shall have the meaning assigned in Section 10.19.

“LIBO Rate” means, for any Interest Period, the rate determined by the related Managing Agent by reference to the British Bankers’ Association Interest Settlement Rate for deposits in Dollars, with a maturity comparable to such Interest Period, appearing on page 3750 of the Telerate Service (or any such page as may replace page 3750 on such service or any successor to or substitute for such service, providing rate quotations comparable to those currently provided by such service, as determined by the related Managing Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank market) at approximately 11:00 a.m., London time, on the second Business Day before the first day of such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” shall be the rate at which deposits in Dollars in a principal amount of not less than $1,000,000 and for a maturity comparable to such Interest Period are offered by the related Reference Bank in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the second Business Day before (and for value on) the first day of such Interest Period.

“LIBO Rate Reserve Percentage” means, for any Interest Period in respect of which Interest is computed by reference to the LIBO Rate, the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Interest Period.

“LIBOR Advance” has the meaning specified in Section 2.06.

“Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“Liquidity Provider” means any of the financial institutions from time to time party to any Asset Purchase Agreement or any liquidity loan agreement or similar arrangement with a Conduit Lender in connection with this Loan Agreement.

“Loan Agreement” shall have the meaning assigned to such term in the Preamble.

“Loan Documents” shall mean, collectively, this Loan Agreement, the Notes, the Collection Account Control Agreement, the Fee Letters, the Custodial Agreement, the Servicing Agreement, the Purchase Agreement, each Junior Participation Supplemental Agreement, each Approved Purchase Agreement, each account control agreement entered into pursuant to Section 2.16(a) hereof and the agreements relating to Hedging Arrangements.

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“Loan-to-Value Ratio” or “LTV” shall mean, with respect to a Medallion Loan, as of any date of determination, the percentage equivalent of a fraction the numerator of which is the Net Principal Balance for such Medallion Loan and the denominator of which is the Medallion Valuation Amount for the related Medallion.

“Majority Committed Lenders” means, at any time, Committed Lenders whose Commitments together exceed sixty-six and two thirds percent (66.67%) of the Maximum Committed Credit at such time.

“Managing Agent” means, as to any Conduit Lender or Committed Lender, the Person listed on Schedule 2 as the “Managing Agent” for such Lenders, together with its respective successors and permitted assigns.

“Material Adverse Effect” shall mean a material adverse effect on (a) the contracts, property, business, condition (financial or otherwise) or prospects of the Borrower, (b) the ability of the Borrower to perform its obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Secured Parties under any of the Loan Documents, (e) the timely payment of the principal of or interest on the Advances or other amounts payable in connection therewith or (f) the Collateral.

“Maximum Committed Credit” shall mean, as of any date of determination, the sum of the Commitments of the Committed Lenders as of such date of determination.

“Medallion” shall mean a medallion or other license issued by a Taxi Commission which enables the holder thereof to operate a taxicab in New York City, Chicago, Boston, Cambridge, Newark, Philadelphia or another location in which the Administrative Agent in its sole discretion deems acceptable and approves in writing.

“Medallion Collateral” shall mean, in respect of a Medallion Loan, the related Medallion and any other interest in property securing such Medallion Loan.

“Medallion Funding” shall mean Medallion Funding Corp., a New York corporation, and its successors and permitted assigns.

“Medallion Funding Intangible Assets” means all licenses, franchises, patents, patent applications, trademarks, program rights, good will, and research and development expense and other like intangible assets shown on the consolidated balance sheet of Medallion Funding and its Subsidiaries.

“Medallion Funding Tangible Net Worth” means, at any date, (i) the amount which, in conformity with GAAP, would be set forth opposite the caption “shareholder’s equity” (or any like caption, in each case inclusive of preferred stock) on a consolidated balance sheet of Medallion Funding and its Subsidiaries at such date, minus (ii) the aggregate amount reflected on such balance sheet of any Medallion Funding Intangible Assets at such date.

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“Medallion Funding Total Liabilities” shall mean, for any period, all liabilities of the Servicer and its Subsidiaries for such period, which in accordance with GAAP, would be classified on a balance sheet of Medallion Funding as liabilities.

“Medallion Loan” shall mean each of the loans secured by Medallion Collateral originated by any of (i) the Seller, (ii) an Affiliate of Medallion Funding or (iii) a third-party originator acceptable to the Administrative Agent in its sole and absolute discretion and approved by the Administrative Agent in writing, and purchased by the Borrower evidenced by, among other things, a Medallion Note and Medallion Security Agreement, that is included in any Medallion Loan Schedule, and all rights and obligations under such loan.

“Medallion Loan Documents” shall mean, with respect to any Medallion Loan, each of the documents referred to in Section 2 of the Custodial Agreement (regardless of whether such document has been delivered to the Custodian under the Custodial Agreement).

“Medallion Loan File” shall mean, with respect to any Medallion Loan, all Medallion Loan Documents related to such Medallion Loan.

“Medallion Loan Schedule” shall have the meaning assigned to such term in the Custodial Agreement.

“Medallion Note” shall mean the original executed promissory note or other evidence of indebtedness of an Obligor with respect to a Medallion Loan.

“Medallion Security Agreement” shall mean a security agreement between a Seller and an Obligor under a Medallion Note pursuant to which the Obligor grants such Seller a security interest in the underlying Medallion and any other Medallion Collateral.

“Medallion Valuation Amount” shall mean, as of any date of determination:

(i) in the case of a Medallion issued by the Taxi Commission for New York City, the lesser of (a) (1) for an Individual Medallion, the prior month’s average of monthly sales prices for sales of Individual Medallions, as reported by such Taxi Commission, and (2) for a Corporate Medallion, the prior month’s average of monthly sales prices for sales of Corporate Medallions, as reported by such Taxi Commission, (b) (1) for an Individual Medallion, the average of monthly sales prices for sales of Individual Medallions, as required to be reported pursuant to Section 7.20 of this Loan Agreement, and (2) for a Corporate Medallion, the average of monthly sales prices for sales of Corporate Medallions, as required to be reported pursuant to Section 7.20 of this Loan Agreement, and (c) the Medallion Valuation Amount as determined pursuant to the Underwriting Guidelines; or

(ii) in the case of a Medallion issued by any Taxi Commission other than the Taxi Commission for New York City, the lesser of (a) the prior month’s average of monthly sales prices for sales of Medallions, based on a letter from counsel where such Taxi Commission is located, (b) the average of monthly or quarterly sales prices for sales of Medallions, as required to be reported pursuant to Section 7.20 of this Loan Agreement, and (c) the Medallion Valuation Amount as determined pursuant to the Underwriting Guidelines;

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provided that (x) in the event a Taxi Commission no longer reports average sales prices of Medallions as proscribed in clauses (i) or (ii) above or (y) in the case of the determination of the Medallion Valuation Amount by an Other Acceptable Taxi Commission, the Medallion Valuation Amount shall be determined by the Administrative Agent pursuant to a methodology established by the Administrative Agent in its sole discretion exercised in good faith, notice of which methodology shall be given to the Borrower and the Servicer in writing.

“MF Chicago” shall mean Medallion Funding Chicago Corp., a Delaware corporation.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Net Principal Balance” shall mean, with respect to a Medallion Loan, the unpaid principal balance of a Medallion Loan less the principal amount of any Permitted Junior Participation Interest in such Medallion Loan.

“New York City Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of New York, New York.

“Newark Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of Newark, New Jersey.

“Non-Excluded Taxes” shall have the meaning provided in Section 2.11 hereof.

“Non-US Person” shall have the meaning provided in Section 2.11 hereof.

“Note” shall have the meaning assigned to such term in Section 2.02 hereof.

“Notice of Borrowing and Pledge” means a Notice of Borrowing and Pledge substantially in the form of Exhibit H hereto.

“Obligor” shall mean the Person obligated to make payments under a Medallion Loan.

“Official Body” means any Governmental Authority or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“Operating Account” shall have the meaning assigned in Section 3.01.

“Other Acceptable Medallion Loan” shall mean a Medallion Loan issued by an Other Acceptable Taxi Commission.

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“Other Acceptable Taxi Commission” shall mean an agency, commission, regulatory body or other municipal instrumentality of a jurisdiction approved by the Administrative Agent in its sole and absolute discretion.

“Parent” shall mean Medallion Financial Corp., a Delaware corporation, a “regulated investment company” within the meaning of the Code and a closed-end management investment company registered under the Investment Company Act and its permitted successors hereunder.

“Partial Payment Date” shall have the meaning provided in Section 2.08(a) hereof.

“Permitted Junior Participant” shall mean (a) a lender, financial institution or other Person listed on Schedule 1.01 hereto or another lender, financial institution or other Person acceptable to the Administrative Agent in its sole and absolute discretion, in each case that is not an Affiliate of the Borrower, that purchases participations in medallion loans, (b) an Affiliate of the Borrower that is a bankruptcy remote entity and is listed on Schedule 1.01 hereto (and whose bankruptcy remoteness has been established to the satisfaction of the Administrative Agent in its sole and absolute discretion, including, without limitation, by delivery of a legal opinion of counsel to the Borrower relating to the issues of substantive consolidation and true sale, in form and substance satisfactory to the Administrative Agent) or another Affiliate of the Borrower that is a bankruptcy remote entity that is acceptable to the Administrative Agent in its sole and absolute discretion hereto (and whose bankruptcy remoteness has been established to the satisfaction of the Administrative Agent in its sole and absolute discretion, including, without limitation, by delivery of a legal opinion of counsel to the Borrower relating to the issues of substantive consolidation and true sale, in form and substance satisfactory to the Administrative Agent), and (c) Freshstart.

“Permitted Junior Participation Interest” shall mean a participation interest in a Medallion Loan that (i) is subordinated in right of payment to the rights of the Borrower and is evidenced by an Approved Junior Participation Agreement or another agreement in form and substance acceptable to the Administrative Agent in its sole and absolute discretion, (ii) is subject to a Junior Participation Supplemental Agreement, and (iii) is held by a Permitted Junior Participant; provided, however, that that neither Parent nor any Affiliate of Parent shall have, individually or collectively, a participation interest of more than 10% in any Medallion Loan.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association, government (or any agency, instrumentality or political subdivision thereof) or any other entity of whatever nature.

“Philadelphia Medallion Loan” shall mean a Medallion Loan secured by Medallion Collateral that includes a Medallion issued by the Taxi Commission for the City of Philadelphia, Pennsylvania.

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“Prime Rate” means, with respect to any Lender Group, the rate of interest announced publicly by the related Reference Bank from time to time as its prime or base rate (such rate not necessarily being the lowest or best rate charged by such Reference Bank).

“Promissory Notes” means the commercial paper notes issued by a Conduit Lender.

“Pro Rata Share” means, at any time for any Committed Lender in any Lender Group, (a) the Commitment of such Committed Lender at such time divided by the Lender Group Limit of such Committed Lender’s Lender Group at such time, and (b) after the Commitments of all the Committed Lenders in such Lender Group have been terminated, the outstanding principal amount of the Advances funded by such Committed Lender at such time divided by the outstanding principal amount of the Advances funded by all the Committed Lenders in such Lender Group at such time.

“Product Information” shall have the meaning assigned in Section 10.19.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Agreement” means that certain Loan Sale and Contribution Agreement, dated as of the date hereof, between Medallion Funding, as Seller, and the Borrower, as purchaser, together with all instruments, documents and agreements executed in connection therewith, as such Purchase Agreement may from time to time be amended, supplemented, restated or otherwise modified from time to time with the prior written consent for the Administrative Agent.

“Rapid Amortization Event” shall mean a CLTV Rapid Amortization Event or a Discount Spread Rapid Amortization Event.

“Reconciliation” shall have the meaning set forth in the Servicing Agreement.

“Reference Bank” means, with respect to any Lender Group, the financial institution identified as the Reference Bank for such Lender Group on Schedule 2 or such other financial institution as shall be specified by the Managing Agent for such Lender Group in a written notice to the Borrower.

“Related Parties” means the Borrower, Medallion Funding, Freshstart and Medallion Capital, Inc.

“Release Price” shall mean, with respect to a Medallion Loan, the Administrative Agent’s security interest in which is to be released in connection with the repayment of an Advance pursuant to Section 2.08(b), an amount equal to the Collateral Value of such Medallion Loan as of the date of such repayment plus all accrued but unpaid interest thereon.

“Requirement of Law” shall mean as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Responsible Officer” shall mean, as to any Person, the chief executive officer, president, vice president, treasurer or secretary or, with respect to financial matters, the chief financial officer, chief accounting officer, president, vice president, treasurer or secretary of such Person; provided, that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer shall mean any officer authorized to act on such officer’s behalf as demonstrated to the Administrative Agent to its reasonable satisfaction.

“S&P” means Standard and Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors.

“Secured Obligations” shall mean the unpaid principal amount of, and interest on the Advances, and all other obligations and liabilities of the Borrower to the Secured Parties, the Approved Hedge Provider or any Affiliate of any Secured Party that is a hedging counterparty under a Hedging Arrangement or any Indemnified Party, (including, but not limited to, fees, expenses and indemnification payments owed to the Custodian under Sections 8 and 15 of the Custodial Agreement) whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with this Loan Agreement, the Notes, any other Loan Document and any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent, the Managing Agents and the Lenders or otherwise). For purposes hereof, “interest” shall include, without limitation, interest accruing after the maturity of the Advances and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.

“Secured Parties” means, collectively, the Lenders, each Managing Agent, the Administrative Agent, the Affected Parties, the Approved Hedge Provider and each other Indemnified Party.

“Seller” shall mean (a) Medallion Funding, in its capacity as Seller under the Purchase Agreement, or (b) an Approved Seller.

“Servicer” shall mean Medallion Funding, in its capacity as servicer under the Servicing Agreement, or such other servicer as shall be acceptable to the Administrative Agent in its sole discretion.

“Servicer Default” shall have the meaning provided for in the Servicing Agreement.

“Servicing Agreement” shall mean that certain Servicing Agreement, dated as of the date hereof, among the Borrower, the Administrative Agent and the Servicer for the servicing of Medallion Loans, as the same may be amended, supplemented, restated or otherwise modified from time to time with the prior written consent of the Administrative Agent.

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“Servicing Fee” shall have the meaning provided for in the Servicing Agreement.

“Servicing Records” means all servicing records relating to the Collateral, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Medallion Loans.

“Servicing Report” shall have then meaning provided in the Servicing Agreement.

“Standard Form Medallion Loan Documentation” means the forms of Medallion Loan Documents utilized by a Seller to originate Medallion Loans.

“Subsidiary” shall mean, with respect to any Person, any other Person of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, trust or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership, trust or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Swap Rate” means the rate for interest rate swaps, as reported daily on the internet by the Federal Reserve Bank in the H. 15 Selected interest Rates (Daily), interpolated by the Borrower to match by the Weighted Average Life.

“Taxes” shall have the meaning provided in Section 2.11 hereof.

“Taxi Commission” shall mean (i) in the case of the City of New York, New York, the New York City Taxicab and Limousine Commission, (ii) in the case of the City of Boston, Massachusetts, the Boston Police Department, (iii) in the case of the City of Chicago, Illinois, the Commissioner of the Department of Consumer Services, Public Vehicles Operations Division for Chicago, Illinois, (iv) in the case of the City of Cambridge, Massachusetts, the City of Cambridge, Hackney Carriage Division, (v) in the case of the City of Newark, New Jersey, the Division of Taxicabs, Newark Police Department, (vi) in the case of the City of Philadelphia, Pennsylvania, the Pennsylvania Public Utilities Commission, or (vii) any Other Acceptable Taxi Commission, and, in each case, any successor agency, commission, regulatory body or other municipal instrumentality charged with responsibility for licensing taxicabs in the applicable municipality.

“Term Period” means the period commencing on the Term Period Commencement Date and ending on the earlier of (i) the Termination Date and (ii) December 15, 2009.

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“Term Period Commencement Date” means the same day as the day set forth in clause (a) of the definition of Commitment Termination Date (without giving effect to the final proviso at the end of such definition); provided, that, the Term Period Commencement Date shall not occur hereunder if an Event of Default has occurred and is continuing as of the same day as the day set forth in clause (a) of the definition of Commitment Termination Date (without giving effect to the final proviso at the end of such definition).

“Term Period Outstandings” means aggregate principal amount of Advances outstanding on the day prior to the Term Period Commencement Date plus the aggregate net disbursements from the Collateral Advance Account to the Borrower during the Term Period.

“Termination Date” shall mean the earliest of (i) the Commitment Termination Date, (ii) the Business Day designated by the Borrower in writing to the Administrative Agent, the Managing Agents and the Lenders upon five (5) Business Days’ written notice, and (iii) the date on which an Event of Default occurs, or, in either case, such earlier date on which this Loan Agreement shall terminate in accordance with the provisions hereof or by operation of law.

“Termination Event” has the meaning set forth in the Purchase Agreement.

“Transaction” shall have the meaning assigned in Section 10.19.

“Underwriting Guidelines” shall mean (i) in the case of Medallion Loans sold by Medallion Funding, as Seller, to the Borrower, the underwriting guidelines of Medallion Funding for Medallion Loans, attached hereto as Exhibit F), or (ii) in the case of Medallion Loans sold by an Approved Seller to the Borrower, the underwriting guidelines of such Approved Seller for Medallion Loans delivered to the Administrative Agent and approved by the Administrative Agent in writing in the Administrative Agent’s sole and absolute discretion.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest or the renewal or enforcement thereof in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“US Person” shall have the meaning provided in Section 2.11 hereof.

“Weekly Collection Period” has the meaning specified in the Servicing Agreement.

“Weekly Payment Date” means the second Business Day of each calendar week for the Weekly Collection Period ending on the preceding Friday.

“Weekly Principal Payment” means, in respect of any Weekly Collection Period, an amount equal to the product of (a) the “Borrowing Base Advance Rate” specified in the most recently delivered Borrowing Base Certificate and (b) the aggregate Collections in respect of principal payments on the Medallion Loans received by the Servicer during such Weekly Collection Period.

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“Weekly Report Date” means, in respect of any Weekly Payment Date, the Business Day immediately preceding such Weekly Payment Date.

“Weighted Average APR” means, as of any date of determination, the sum of the APR Weights for all Fixed Rate Medallion Loans that are Eligible Medallion Loans as of such date of determination, where:

“APR Weight” means, for any Fixed Rate Medallion Loan that is an Eligible Medallion Loan on any date of determination, a fraction, the numerator of which is equal to the product of (1) the Net Principal Balance of such Fixed Rate Medallion Loan that is an Eligible Medallion Loan as of such date of determination and (2) the interest rate applicable to such Fixed Rate Medallion Loan that is an Eligible Medallion Loan as of such date of determination and the denominator of which is equal to the Net Principal Balance of all Fixed Rate Medallion Loans that are Eligible Medallion Loans as of such date of determination.

“Weighted Average Credit Advance Rate” means, as of any date of determination, the sum of the Credit Advance Rate Weights for all Eligible Medallion Loans as of such date of determination, where:

“Credit Advance Rate Weight” means, for any Eligible Medallion Loan on any date of determination, a fraction, the numerator of which is equal to the product of (1) the Net Principal Balance of such Eligible Medallion Loan as of such date of determination and (2) the Credit Advance Rate with respect to such Eligible Medallion Loan as of such date of determination and the denominator of which is equal to the Net Principal Balance of all Eligible Medallion Loans as of such date of determination.

“Weighted Average Life” means, (i) initially, 2.5 years and (ii) thereafter, with respect to any calendar month of the Borrower, an amount equal to (A) the sum of the Loan Weights for all Eligible Medallion Loans, as of the last day of the calendar month most recently ended divided by (B) twelve where:

“Loan Weight” means, for any Eligible Medallion Loan on any date of determination, a fraction, the numerator of which is equal to the product of (1) the Net Principal Balance of such Eligible Medallion Loan as of such date of determination and (2) the remaining months until the maturity of such Medallion Loan and the denominator of which is equal to the Net Principal Balance of all Eligible Medallion Loans as of such date of determination.

“Wet Loan” means, as of any date of determination, a Medallion Loan (i) that was executed no more than ten (10) Business Days prior to such date of determination and in respect of which the Administrative Agent has received a Wet Loan Schedule in accordance in the terms of the Servicing Agreement and (ii) in respect of which the Administrative Agent has not yet received a “Trust Receipt” (as defined in the Custodial Agreement) for such Medallion Loan in accordance with the terms of the Custodial Agreement.

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Section 1.02 Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Managing Agents hereunder shall be prepared, in accordance with GAAP.

ARTICLE II

ADVANCES, NOTE AND PREPAYMENTS

Section 2.01 Advances Before the Term Period Commencement Date.

(a) On the terms and subject to the conditions hereof, on the Effective Date, and thereafter from time to time prior to (i) the Commitment Termination Date and (ii) the Term Period Commencement Date, the Conduit Lenders may in their sole discretion, and each Committed Lender shall, if the Conduit Lender in any Committed Lender’s Lender Group elects not to, make Advances to the Borrower in an amount, for each Lender Group, equal to such Lender Group’s Lender Group Percentage of the amount requested by the Borrower pursuant to Section 2.03; provided that no Lender shall make any such Advance if, after giving effect to such Advance:

(i) the aggregate outstanding principal balance of the Advances funded by such Lender hereunder shall exceed its Conduit Lending Limit (in the case of a Conduit Lender) or Commitment (in the case of a Committed Lender);

(ii) the aggregate outstanding principal balance of the Advances shall exceed the Maximum Committed Credit;

(iii) the aggregate outstanding principal balance of the Advances funded by the Lenders in any Lender Group shall exceed the Lender Group Limit for such Lender Group; and

(iv) the aggregate outstanding principal balance of the Advances shall exceed the Borrowing Base.

(b) Advances on the Term Period Commencement Date.

(i) On the Term Period Commencement Date, each Committed Lender shall, and each Committed Lender severally agrees to, make an Advance in Dollars into the Collateral Advance Account in an amount equal to the excess of (i) such Committed Lender’s Commitment over (ii) the sum of (A) the unpaid principal amount of Advances held by such Committed Lender on such date and (B) the product of (1) such Committed Lender’s Pro Rata Share and (2) the principal amount of all Advances held by the Conduit Lender as of such date of determination.

(ii) On the Term Period Commencement Date, each Committed Lender shall, and each Committed Lender severally agrees to, purchase from its related Conduit Lender, such Committed Lender’s Pro Rata Share of all of the Advances then held by

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such Conduit Lender plus accrued and unpaid interest thereon. On the Term Period Commencement Date, each Conduit Lender shall, and each Conduit Lender severally agrees to sell to its related Committed Lenders, each such Committed Lender’s Pro Rata Share of all of the Advances then held by such Conduit Lender plus accrued and unpaid interest thereon. The purchases and sales described in the immediately preceding sentence shall be made without any representations or warranties by any purchasing Committed Lender or selling Conduit Lender.

(iii) For the avoidance of doubt, on each day during the Term Period, the aggregate outstanding balance of the Advances shall be deemed to be equal to Maximum Committed Credit.

(c) Minimum Amounts; etc. If there is more than one Committed Lender in a Lender Group, each such Committed Lender shall lend its Pro Rata Share of such Lender Group’s Lender Group Percentage of each requested Advance, to the extent such Advance is not made by the related Conduit Lender. Each Advance, other than the Advance to be made on the Term Period Commencement Date in accordance with Section 2.01(b), shall be in a minimum principal amount equal to $250,000 and in integral multiples of $250,000 in excess thereof. Subject to Section 2.08(a) hereof, the Borrower may borrow, prepay and reborrow the Advances hereunder.

Section 2.02 Notes. The Advances shall be evidenced by promissory notes (as from time to time supplemented, extended, amended or replaced, the “Notes”), substantially in the form set forth in Exhibit A, with appropriate insertions, dated the Effective Date, payable to the order of each Managing Agent, for the benefit of the Lenders in such Managing Agent’s Lender Group, in the maximum principal amount of such Managing Agent’s Lender Group Limit (or, if less, in the aggregate unpaid principal amount of all of the Advances) on the Termination Date or such other date as is specified herein. Each Managing Agent shall record in its records, or at its option on the schedule attached to the Notes, the date and amount of each Advance made hereunder, the interest rate with respect thereto, each repayment thereof, and the other information provided for thereon. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Notes. The failure so to record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the actual obligations of Borrower hereunder or under the Notes to repay the principal amount of all Advances, together with all interest accruing thereon, as set forth in this Loan Agreement.

Section 2.03 Procedure for Borrowing.

(a) The Borrower may request an Advance (or, during the Term Period, a disbursement of funds from the Collateral Advance Account) hereunder, on any Business Day during the period from and including the Effective Date to but excluding the Termination Date, by delivering to the Administrative Agent and each Managing Agent, with a copy to the Custodian, a Notice of Borrowing and Pledge, appropriately completed and executed by a Responsible Officer of the Borrower, which Notice of Borrowing and Pledge must be received by the Administrative Agent and each Managing Agent, with a copy to the Custodian, prior to 3:00 p.m., New York City time, one (1) Business Day prior to the requested Funding Date;

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provided, that the Borrower shall not request more than two Advances (or, during the Term Period, a disbursement of funds from the Collateral Advance Account) for any calendar week. Such Notice of Borrowing and Pledge shall (i) attach a schedule identifying the Eligible Medallion Loans that the Borrower proposes to pledge to the Administrative Agent and to be included in the Borrowing Base in connection with such Advance (or, during the Term Period, such disbursement of funds from the Collateral Advance Account), (ii) contain the amount of the Advance (or, during the Term Period, the disbursement of funds from the Collateral Advance Account) requested to be made on such Funding Date, (iii) specify the requested Funding Date, (iv) include certification from a Responsible Officer of the Borrower (A) as to the satisfaction of all of the matters referred to in Sections 5.02 (a), (b) and (c) hereof, (B) that, as of the requested Funding Date with respect to each Eligible Medallion Loan listed in the Notice of Borrowing and Pledge after giving effect to the requested increase (1) the Custodian shall have (A) received the Medallion Loan File with respect to each such Eligible Medallion Loan and (B) sent a “Trust Receipt” (as defined in the Custodial Agreement) to the Administrative Agent for each such Eligible Medallion Loan included in the calculation of the Borrowing Base, or (2) such Eligible Medallion Loan is a Wet Loan and the Borrower has acquired such Wet Loan, (v) attach a “Wet Loan Schedule” (as defined in the Servicing Agreement) as of the requested Funding Date, and (vi) contain (by attachment) such other information reasonably requested by the Administrative Agent, the Managing Agents or the Lenders from time to time.

(b) Conduit Lender Acceptance or Rejection.

(i) If a Conduit Lender shall receive a Notice of Borrowing and Pledge from its related Managing Agent, such Conduit Lender shall instruct its related Managing Agent to accept or reject such request by no later than the close of business on the Business Day of the applicable Notice of Borrowing and Pledge. If a Conduit Lender rejects a Notice of Borrowing and Pledge, the related Managing Agent shall promptly notify the Borrower and the related Committed Lenders of such rejection. At no time will a Conduit Lender be obligated to make Advances hereunder regardless of any notice given or not given pursuant to this Section.

(ii) It is expected that the Conduit Lenders will (but there will be no obligation to) accept requests to make Advances in the ordinary of course of business and will fund such Advances substantially through the issuance of Promissory Notes.

(c) Committed Lender’s Commitment.

(i) If a Conduit Lender rejects a Notice of Borrowing and Pledge, any Advance requested by the Borrower in such Notice of Borrowing and Pledge that would otherwise be made by such Conduit Lender shall be made by the related Committed Lenders in its Lender Group on a pro rata basis in accordance with their respective Pro Rata Shares of such Advance.

(ii) The obligations of any Committed Lender to make Advances hereunder are several from the obligations of any other Committed Lenders (whether or not in the same Lender Group). The failure of any Committed Lender to make Loans hereunder shall not release the obligations of any other Committed Lender (whether or not in the same Lender Group) to make Advances hereunder, but no Committed Lender shall be responsible for the failure of any other Committed Lender to make any Advance hereunder.

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(iii) Notwithstanding anything herein to the contrary, a Committed Lender shall not be obligated to fund any Advance at any time on or after the Termination Date or if, after giving effect to such Advance, the aggregate outstanding Advances funded by such Committed Lender hereunder would exceed an amount equal to (i) such Committed Lender’s Commitment less (ii) such Committed Lender’s ratable share of the aggregate outstanding principal balance of the Advances held by the Conduit Lender(s) in such Committed Lender’s Lender Group.

(d) Disbursement of Funds.

(i) On each Funding Date before the Term Period Commencement Date, each applicable Lender shall remit its share of the aggregate amount of the Advances requested by the Borrower to the account of its related Managing Agent specified therefor to such Lender by wire transfer of same day funds. Upon receipt of such funds, each Managing Agent shall remit such funds by wire transfer of same day funds to the account of the Borrower specified in the related Notice of Borrowing and Pledge to the extent it has received such funds from the Lenders in its Lender Group.

(ii) Notwithstanding anything to the contrary in this Article II, during the Term Period, upon fulfillment of the applicable conditions set forth in the final sentence of Section 2.03(a), the Administrative Agent shall wire (or otherwise transfer in immediately available funds) on the applicable Funding Date to the Borrower by remitting to the Borrower such requested disbursement from the Collateral Advance Account solely out of the funds available therefor in the Collateral Advance Account. No disbursement from the Collateral Advance Account shall be made to the Borrower to the extent that, after giving effect to such disbursement, the Term Period Outstandings would exceed the Borrowing Base.

Section 2.04 Delivery of Medallion Loan Files. With respect to any Medallion Loan, the Borrower shall deliver to the Custodian the related Medallion Loan File in the manner set forth in Section 2 of the Custodial Agreement.

Section 2.05 Repayment of Advances; Interest.

(a) The Borrower hereby promises to repay in full on the Termination Date the aggregate outstanding principal amount of the Advances.

(b) The Borrower hereby promises to pay the fees payable under each Fee Letter on the dates specified in each such Fee Letter.

(c) The Borrower hereby promises to pay to the Managing Agents for the benefit of the Lenders in such Managing Agent’s Lender Group interest on the unpaid principal amount of each Advance for the period from and including the Funding Date of such Advance to but excluding the date such Advance shall be paid in full, at a rate per annum for each day during

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each Interest Period equal to the Interest Rate applicable to such Advance; calculated such that interest shall accrue each day on the outstanding principal amount of all Advances as of 12:00 noon, New York City time, on such day. Notwithstanding the foregoing, the Borrower hereby promises to pay interest at the Default Rate on any principal of any Advance and on any other amount payable by the Borrower hereunder or under the other Loan Documents that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise) for the period from and including the due date thereof to but excluding the date the same is paid in full. Accrued interest on each Advance shall be payable on each Weekly Payment Date and the Termination Date. Notwithstanding the foregoing, interest accruing at the Default Rate shall be payable to the Managing Agents, for the benefit of the Lenders in its Lender Group, on demand. On the Business Day immediately preceding each Weekly Payment Date, each Managing Agent shall calculate the aggregate amount of interest for the Lenders in such Managing Agent’s Lender Group with respect to the then most recently ended Interest Period and shall notify Borrower of (i) such aggregate amount and (ii) the applicable Interest Rates used in the calculation of such aggregate amount.

(d) Interest on the Advances shall be computed on the basis of a 360-day year for the actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable. The Administrative Agent shall as soon as practicable notify the Borrower of each determination of a Adjusted LIBO Rate. Any change in the interest rate on an Advance resulting from a change in the eurocurrency reserve requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower of the effective date and the amount of each such change in interest rate.

(e) Each determination of an interest rate by any Lender or Managing Agent pursuant to any provision of this Loan Agreement shall be conclusive and binding on the Borrower in the absence of manifest error. Each Lender or Managing Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by such Lender or Managing Agent in determining any interest rate pursuant to Section 2.05.

(f) Unless otherwise specified herein, all amounts to be paid or deposited by the Borrower hereunder shall be paid or deposited no later than 12:00 noon (New York City time) on the day when due in same day funds to any account specified in writing to the Borrower by the Administrative Agent, any Managing Agent or any Lender, as applicable.

(g) All amounts to be paid hereunder shall be paid in Dollars.

Section 2.06 Illegality LIBO Rate Inadequate; Inability to Determine LIBO Rate.

(a) Notwithstanding any other provision of this Loan Agreement, if the adoption of or any change in any law or in the interpretation or application thereof by any relevant Governmental Authority shall make it unlawful for any Lender, in its reasonable determination, to fund or maintain Advances for which Interest is calculated by reference to the LIBO Rate (each a “LIBOR Advances”) as contemplated by this Loan Agreement or to obtain in the interbank eurodollar market the funds with which to make or maintain any such LIBOR

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Advance, such Lender shall promptly notify the Administrative Agent, its Managing Agent and the Borrower thereof whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to fund or maintain LIBOR Advances shall forthwith be suspended, (ii) such Lender’s then outstanding LIBOR Advances, if any, shall be converted into Advances that accrue Interest based on the Base Rate (each a “Base Rate Advances”) and (iii) if any Notice of Borrowing and Pledge requests a LIBOR Advance, the portion of such Advance to be funded by such Lender shall be made as a Base Rate Advance.

(b) If (i) any Lender reasonably determines that the rate at which deposits of Dollars are being offered to such Lender in the London interbank market does not accurately reflect the cost to such Lender of funding or maintaining LIBOR Advances or (ii) the related Lender is unable, after reasonable attempts, to obtain Dollars in the London interbank market to fund or maintain such Interest Period, then such Lender shall give notice thereof to the Borrower, its Managing Agent and the Administrative Agent by telephone or telecopy as promptly as practicable thereafter and, until such Lender notifies the Borrower, its Managing Agent and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (A) the obligations of the such Lender to make LIBOR Advances or to continue or convert outstanding Advances as or into LIBOR Advances shall be suspended, (B) each outstanding LIBOR Advances funded by such Lender shall be converted into a Base Rate Advance on the last day of the Interest Period applicable thereto, and (C) if any Notice of Borrowing and Pledge requests a LIBOR Advance, the portion of such Advance to be funded by such Lender shall be made as a Base Rate Advance.

Section 2.07 Determination of Borrowing Base; Mandatory Prepayments or Pledge; Rapid Amortization Events.

(a) On or before each Borrowing Base Certificate Date, the Borrower shall cause the Servicer to deliver to the Administrative Agent and each Managing Agent a Borrowing Base Certificate as of the last day of such prior month, certified as complete and correct by a Responsible Officer of the Servicer. Notwithstanding the foregoing, any calculations set forth in any Borrowing Base Certificate which require the LIBO Rate or Swap Rate in the determination thereof shall be determined based upon the LIBO Rate and Swap Rate in effect on the first day of the Interest Period during which such Borrowing Base Certificate is required to be delivered hereunder.

(b) If at any time the aggregate outstanding principal amount of Advances (or, during the Term Period, the Term Period Outstandings) exceeds the Borrowing Base, including, without limitation, as the result of any Medallion Loan ceasing to be an Eligible Medallion Loan (a “Borrowing Base Deficiency”) the Borrower shall no later than 12:00 (noon) New York City time on the second (2nd) Business Day immediately succeeding the discovery of such Borrowing Base Deficiency (i) prepay the outstanding principal amount of Advances (or, during the Term Period, the Term Period Outstandings) in part or in whole, together with accrued and unpaid interest on, and other costs relating to such prepayment under this Loan Agreement payable by the Borrower with respect to, the principal amount prepaid, or (ii) pledge additional Eligible Medallion Loans to the Administrative Agent, such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount of the Advances (or, during the Term Period, the Term Period Outstandings) does not exceed the Borrowing Base.

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(c) If at any time, the Weighted Average Loan-To-Value Ratio (as defined below) multiplied by the then-applicable Credit Advance Rate for Class A Medallion Loans (the “Combined Loan-To-Value Ratio”) exceeds 80% (a “CLTV Rapid Amortization Event”), the Servicer or the Borrower shall so notify the Administrative Agent and each Managing Agent immediately following the discovery of such CLTV Rapid Amortization Event. From and after the occurrence of a CLTV Rapid Amortization Event, the Administrative Agent may, by notice to the Borrower and the Servicer, direct that all Collections be applied to the payment of accrued but unpaid interest on the Advances (or, during the Term Period, the Term Period Outstandings) and the repayment of principal of the Advances (or, during the Term Period, the Term Period Outstandings) until, after giving effect to such repayments and any change in the Weighted Average Loan-to-Value Ratio (including as a result of the pledge of additional Eligible Medallion Loans to the Lender), the Combined Loan-to-Value Ratio is 75% or lower. The “Weighted Average Loan-To-Value Ratio” shall be computed as the decimal equivalent of a fraction by multiplying the Net Principal Balance and accrued interest of each Medallion Loan by the Loan-To-Value Ratio of such Medallion Loan, and dividing the sum of such numbers by the total outstanding principal and accrued interest on all Medallion Loans.

(d) If the two month rolling average Discount Spread reported in any Borrowing Base Certificate shall exceed 2.5% (a “Discount Spread Rapid Amortization Event”), the Servicer or the Borrower shall so notify the Administrative Agent and each Managing Agent immediately following the discovery of such Discount Spread Rapid Amortization Event. From and after the occurrence of any Discount Spread Rapid Amortization Event, the Administrative Agent may, by notice to the Borrower and the Servicer, direct that all Collections be applied to the payment of accrued but unpaid interest on the Advances (or, during the Term Period, the Term Period Outstandings) and the repayment of principal of the Advances (or, during the Term Period, the Term Period Outstandings). Any Discount Spread Rapid Amortization Event shall continue until the two month rolling average Discount Spread reported in any Borrowing Base Certificate delivered after the occurrence of such Discount Spread Rapid Amortization Event shall be 1.0% or less.

Section 2.08 Optional Prepayments; Release of Medallion Loans upon Repayment.

(a) Subject to Section 2.15 hereto, the Borrower may prepay, in whole or in part, Advances at any time without premium or penalty. Any amounts prepaid shall be applied to repay the outstanding principal amount of any Advances until paid in full and shall be accompanied by repayment of accrued and unpaid interest on the amount. Amounts repaid may be reborrowed in accordance with the terms of this Loan Agreement. If the Borrower intends to prepay an Advance in whole or in part from any source, the Borrower shall give one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Managing Agent, specifying the date (such date, a “Partial Payment Date”) and amount of prepayment, together with any amounts payable pursuant to Section 2.15 hereunder. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $500,000 or a whole multiple in excess thereof and shall be applied ratably among the Lenders to reduce the principal amount of the Advances held by the Lenders.

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(b) With respect to any Advance, the Borrower may obtain the release of the Administrative Agent’s security interest in one or more Medallion Loans securing such Advance, pursuant to Section 4.10, by (i) transferring to the Administrative Agent the Release Price therefor on the date of such repayment or (ii) pledging to the Administrative Agent for the benefit of the Secured Parties additional Eligible Medallion Loans having a Collateral Value at least equal to the Collateral Value of the Medallion Loan(s) to be released; provided, however, that a release pursuant to this Section 2.08(b) shall be available only if, after giving effect thereto (including the application of the proceeds thereof or the grant of the security interest in the additional Eligible Medallion Loans), there shall not exist a Default or Rapid Amortization Event. Any amounts received by the Administrative Agent pursuant to this Section 2.08(a) shall be distributed by the Administrative Agent to the Managing Agents based upon each Managing Agent’s Lender Group Percentage. Any amounts distributed to any Managing Agent shall be distributed by such Managing Agent to the Lenders in such Managing Agent’s Lender Group to reduce the outstanding principal balance of the Advances.

Section 2.09 Interest Protection; Increased Capital, etc.

(a) Interest Protection.

(i) If due to either: (a) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (b) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Advance which accrues interest based upon the Adjusted LIBO Rate hereunder or of extending a commitment in respect thereof which such Lender deems to be material, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Advance which accrues interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Advance which accrues interest based upon the Adjusted LIBO Rate hereunder or pursuant to any Asset Purchase Agreement or similar liquidity facility.

(ii) Each Managing Agent will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.09(a)(i). In determining the amount of such

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compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error.

(b) Increased Capital.

(i) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

(ii) Each Managing Agent will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.09. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.

Section 2.10 Purpose of Advances. The Advances may only be used by the Borrower to purchase additional Medallion Loans that are pledged to the Administrative Agent on behalf of the Secured Parties.

Section 2.11 Taxes.

(a) All payments made by the Borrower under this Loan Agreement and the Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “Taxes”), unless required by law. If the Borrower

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shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Loan Agreement to the Lenders, (i) the Borrower shall make all such deductions and withholdings in respect of Taxes, (ii) the Borrower shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with the applicable Requirement of Law, and (iii) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower has made all required deductions and withholdings such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Loan Agreement “Non-Excluded Taxes” are Taxes other than, in the case of each Lender, Taxes that are measured by or imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender is organized or of its Applicable Lending Office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Lender or such Agent having executed, delivered or performed its obligations or received payments under, or enforced, this Loan Agreement or any of the other Transaction Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

(b) The Borrower shall not be required to increase any amounts payable under Section 2.11(a) to any Lender that is not organized under the laws of the United States of America or a state thereof if any Lender fails to comply with the requirements of clause (c) of this Section. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the applicable Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Loan Agreement and the payment of the Advances and all other amounts payable hereunder.

(c) If any Lender (or transferee that acquires a interest hereunder in accordance with Section 10.14 hereof) is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code (a “US Person”)) for United States federal income tax purposes (a “Non-US Lender”), such Non-US Lender shall deliver or caused to be delivered to the Borrower and the Servicer the following properly completed and duly executed documents:

(1) two complete and executed (x) U.S. Internal Revenue Forms W-8BEN (or any successor form thereto) with respect to an income tax treaty providing for a zero rate of withholding tax on interest, or (y) U.S. Internal Revenue Service Forms W-8ECI (or any successor form thereto); or

(2) two complete and executed U.S. Internal Revenue Service Forms W-8BEN (or any successor form thereto), including all appropriate attachments, documenting the status of such Lender (or transferee) as a Non-U.S. Lender and (y) a Certificate in the form of Exhibit I hereto.

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Such documents shall be delivered by each Lender (or transferee) on or before the date it becomes a party to this Loan Agreement (or, in the case of a transferee or assignee that is a participation holder, on or before the date such participation holder becomes a transferee hereunder) and on or before the date, if any, such Lender (or transferee) changes its applicable lending office by designating a different lending office. In addition, each Lender (or transferee) shall deliver or cause to be delivered such forms and/or certificates promptly upon or before the expiration, obsolescence or invalidity of any document previously delivered by such Lender (or transferee). Notwithstanding any other provision of this Section 2.11(c), a Lender (or transferee) shall not be required to deliver any document pursuant to this Section 2.11(c) that such Lender (or Transferee) is not legally able to deliver; provided, however, that if the Lender (or transferee) is not legally able to deliver such documents on or prior to the date specified in the second preceding sentence, the Borrower shall not be required to increase any amounts payable under Section 2.11(a) to such Lender (or transferee).

Section 2.12 Increases and Reductions in the Commitments.

(a) The Borrower may, from time to time upon at least three (3) Business Days’ prior written notice to each Managing Agent, elect to reduce the Commitments of the Committed Lenders in whole or in part, provided that after giving effect to any such reduction and any principal payments on such date pursuant to Section 2.08 hereof, the aggregate principal balance of the Advances shall not exceed the Maximum Committed Credit. Any such reduction shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Any such reduction shall, (i) reduce each Lender Group Limit (and the corresponding Conduit Lending Limit(s)) hereunder ratably in accordance with their respective Lender Group Percentages and (ii) reduce each Committed Lender’s Commitment ratably within its Lender Group in accordance with each Committed Lender’s Pro Rata Share. Once the Commitments are reduced pursuant to this Section 2.12(a), they may not subsequently be reinstated without the consent of each Committed Lender.

(b) From time to time, the Borrower may request that the Lenders consent to increases in the Maximum Committed Credit in an amount equal to or greater than $50,000,000 by providing a written request therefor at least thirty (30) days’ prior to the proposed date of such increase to the Lenders. None of the Lenders shall be obligated in any manner to approve any such increase and any such increase shall be subject to such terms and conditions as are acceptable to each of the Lenders agreeing to increase its Commitment (in the case of any Committed Lender) or Conduit Lending Limit (in the case of any Conduit Lender). Notwithstanding the foregoing, the Maximum Committed Credit shall not be increased above $500,000,000 pursuant to this Section 2.12(b). For the avoidance of doubt, more than one increase in the Maximum Committed Credit may be consummated pursuant to this Section 2.12(b) from and after the date hereof.

Section 2.13 Collection Account.

(a) The Borrower shall establish, on or prior to the Effective Date, the Collection Account in the name of the Borrower for the benefit of the Administrative Agent for the benefit of the Secured Parties at the Collection Account Bank. The Collection Account shall be subject to the Collection Account Control Agreement and a security interest in favor of the

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Administrative Agent for the benefit of the Secured Parties. Pursuant to, and in accordance with the Collection Account Control Agreement, funds on deposit in the Collection Account shall be invested by the Collection Account Bank in interest bearing demand cash accounts with the Collateral Account Bank, in the name of the Administrative Agent for the benefit of the Secured Parties.

(b) Each of the parties hereto hereby agrees that upon the occurrence and during the continuation of a Default, the Administrative Agent may give notice (i) to the Collection Account Bank that it is exercising its rights under the Collection Account Control Agreement, and (ii) to the Obligors, directing them to make payments on the Medallion Loans to a Person other than the Servicer, including an account, other than the Collection Account, over which the Administrative Agent or its designee shall have exclusive dominion and control.

(c) The Borrower may not withdraw any amounts from the Collection Account except in accordance with Article III hereof and as otherwise specifically permitted in the Loan Documents.

Section 2.14 Extension of Scheduled Termination Date.

(a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents, request the Lenders to extend the Commitment Termination Date for a period of up to an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective as of the date one or more Committed Lenders having Commitments equal to 100% of the Maximum Committed Credit shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, and (iii) any request for such extension shall be made not more than 45 nor less than 30 days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

(b) If any Committed Lender (other than Citibank, N.A. or any Affiliate thereof) does not consent to any extension of the Commitment Termination Date requested by the Borrower pursuant to Section 2.14(a) hereof, the Borrower may, upon notice to such Committed Lender, such Committed Lender’s Managing Agent and the Administrative Agent, require such Committed Lender to assign and delegate, without recourse all its interests, rights and obligations under this Loan Agreement to an assignee that shall assume such obligations (which assignee may be another Committed Lender, if a Committed Lender accepts such assignment); provided that (i) such Committed Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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) and (ii) such assignment shall be subject to the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld.

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(c) If any Committed Lender (other than Citibank, N.A. or any Affiliate thereof) does not consent to any extension of the Commitment Termination Date requested by the Borrower pursuant to Section 2.14(a) hereof, the Borrower may, upon notice to such Committed Lender, such Committed Lender’s Managing Agent and the Administrative Agent, (i) repay all Secured Obligations owing to such Committed Lender, (ii) repay such Committed Lender’s Pro Rata Share of all Advances held by such Committed Lender’s related Conduit Lender, (iii) reduce the Maximum Committed Credit by an amount equal to such Committed Lender’s Commitment and (iv) reduce such Committed Lender’s related Conduit Lender’s Conduit Lending Limit by an amount equal to such Committed Lender’s Commitment. From and after any repayment and corresponding reduction in the Maximum Committed Credit as contemplated by the foregoing sentence, such non-extending Committed Lender shall cease to be a Lender hereunder.

Section 2.15 Funding Losses. In the event that any Liquidity Provider or any Lender shall incur any loss, expense or Breakage Costs (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Liquidity Provider or Lender in order to fund or maintain any Advances or interest therein) as a result of any Advances not being made in accordance with a request therefor under Section 2.03, then, upon demand from the related Managing Agent to Borrower, Borrower shall pay to such Managing Agent for the account of such Liquidity Provider or Lender, the amount of such loss, expense or Breakage Costs. Such written notice shall, in the absence of manifest error, be conclusive and binding upon Borrower. This covenant shall survive the termination of this Loan Agreement and the payment of the Advances and all other amounts payable hereunder.

Section 2.16 Collateral Advance Account.

(a) On or prior to the Term Period Commencement Date, the Borrower, for the benefit of the Secured Parties, shall establish and maintain or cause to be established and maintained in the name of the Administrative Agent with an Eligible Institution (which shall initially be the Administrative Agent or an Affiliate of the Administrative Agent) an account (such account being the “Collateral Advance Account” and such institution holding such account being the “Collateral Advance Account Bank”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties and entitled “Citicorp North America, Inc., as Administrative Agent — Collateral Advance Account for the Taxi Medallion Loan Trust II Loan and Security Agreement.” The Collateral Advance Account shall be under the sole dominion and control of the Administrative Agent for the benefit of the Secured Parties pursuant to an account control agreement in form and substance acceptable to the Administrative Agent, and neither the Borrower, nor any Person claiming by, through or under the Borrower, shall have any right, title or interest in, or any right to withdraw any amount from, the Collateral Advance Account.

(b) Funds on deposit in the Collateral Advance Account shall, at the written direction of the Borrower, be invested by the Collateral Advance Account Bank in Eligible

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Investments as instructed by the Borrower in writing (which may be a standing instruction). All such Eligible Investments shall be held in the Collateral Advance Account by the Administrative Agent for the benefit of the Administrative Agent for the ratable benefit of the Committed Lenders. Such funds shall be invested in Eligible Investments that will mature so that funds will be available in amounts sufficient for the Administrative Agent to make each distribution as and when required under the terms of this Loan Agreement.

(c) If, at any time, the institution with which the Collateral Advance Account is maintained ceases to be an Eligible Institution, (A) the Administrative Agent, upon obtaining actual knowledge thereof, shall, within five Business Days from obtaining such knowledge or, if earlier, from notice to such effect by the Administrative Agent, establish a new Collateral Advance Account meeting the conditions specified above with an Eligible Institution, and transfer any cash and/or any financial assets held in the old Collateral Advance Account to such new Collateral Advance Account, and (B) the Borrower shall execute and deliver, and cause such new Collateral Advance Account Bank to deliver, an account control agreement with respect to the new Collateral Advance Account that is in form and substance acceptable to the Administrative Agent. From the date such new Collateral Advance Account is established, it shall be the “Collateral Advance Account” hereunder and for all purposes hereof.

ARTICLE III

PAYMENTS; COMPUTATIONS; FEES

Section 3.01 Unless (i) a Default has occurred and is continuing or (ii) a Rapid Amortization Event has occurred and is continuing, the Borrower may withdraw funds on deposit in the Collection Account and transfer funds to an operating account (the “Operating Account”) of the Borrower on any Business Day. The Borrower agrees to use funds on deposit in the Operating Account to pay amounts due hereunder when such amounts become due and to apply such funds in the order set forth in Section 3.02 hereof.

Section 3.02 On (i) before the Termination Date and each Weekly Payment Date, the Servicer, and (ii) from and after the Termination Date, on any Business Date selected by the Administrative Agent, shall apply all Available Funds on deposit in the Collection Account and received from the Borrower from the Operating Account as follows (in each case, based on the Weekly Report (as defined in the Servicing Agreement) delivered by the Servicer pursuant to the Servicing Agreement for such Weekly Payment Date):

first, to the Servicer for payment of the Servicing Fee then due,

second, to the Custodian for payment of any Custodial Fee then due,

third, to the following parties, pari passu:

(a) to the Managing Agents ratably in accordance with each Managing Agent’s Lender Group Percentage, an amount equal to all accrued and unpaid interest and fees payable pursuant to the Fee Letters, for application to all accrued and unpaid interest and fees,

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(b) if the Hedging Strategy is in place, to the Approved Hedge Provider in respect of accrued and unpaid Hedge Provider Scheduled Payments (after giving effect to any netting provisions of the Approved Hedging Agreement), for application to all accrued and unpaid Hedge Provider Scheduled Payments,

fourth, to the following parties, pari passu:

(a) (i) if the Termination Date has occurred or a Discount Spread Rapid Amortization Event is outstanding, to each Managing Agent ratably in accordance with each Managing Agent’s Lender Group Percentage, an amount equal to the outstanding principal balance of all Advances then held by the Lenders in such Managing Agent’s Lender Group to be applied to reduce the outstanding principal balance of the Advances held by such Lenders, (ii) if the Termination Date has not occurred and no Discount Spread Rapid Amortization Event is outstanding, but a Borrowing Base Deficiency or a CLTV Rapid Amortization Event is outstanding, to each Managing Agent ratably in accordance with each Managing Agent’s Lender Group Percentage, an amount equal to the greater of (A) the amount necessary to eliminate such Borrowing Base Deficiency or CLTV Rapid Amortization Event, as applicable and (B) the Weekly Principal Payment to be applied to reduce the outstanding principal balance of the Advances held by such Lenders; and (iii) if the Termination Date has not occurred and no Borrowing Base Deficiency or Rapid Amortization Event is outstanding, (A) prior to the Term Period, to each Managing Agent ratably in accordance with each Managing Agent’s Lender Group, an amount equal to the Weekly Principal Payment to be applied to reduce the outstanding principal balance of the Advances held by the Lenders and (B) during the Term Period, to the Collateral Advance Account, an amount equal to the Weekly Principal Payment to be applied to reduce the Term Period Outstanding, and

(b) if the Hedging Strategy is in place, an amount equal to any Hedge Termination Payments owing to the Approved Hedge Provider pursuant to the terms of the related Approved Hedging Agreement, to be applied to reduce all accrued and unpaid Hedge Termination Payments.

fifth, to the following parties, pari passu

(a) to the Indemnified Parties on a pro rata basis, an amount equal to the amounts owing to each Indemnified Party pursuant to Section 10.03 hereof, to be applied to reduce all accrued and unpaid amounts owing under Section 10.03 hereof, and

(b) to any Approved Hedge Provider, an amount equal to all outstanding Hedge Indemnities payable under the related Approved Hedging Agreement, to be applied to reduce all accrued and unpaid Hedge Indemnities,

sixth, to the Secured Parties on a pro rata basis, for application to the payment of all other outstanding Secured Obligations (other than payments in respect of principal on the Advances), and

seventh, (a) unless a Default or a Rapid Amortization Event has occurred and is continuing, withdraw any remaining amounts and remit such amounts to the Borrower or (b) set aside the remaining amounts in the Collection Account until the next Weekly Payment Date.

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ARTICLE IV

COLLATERAL SECURITY

Section 4.01 Collateral; Security Interest.

(a) The Custodian shall hold the Medallion Loan Documents as exclusive bailee and agent for the Administrative Agent and the Secured Parties pursuant to terms of the Custodial Agreement.

(b) All of the Borrower’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Collateral”:

(i) all Medallion Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower hereunder from time to time, including, without limitation all liquidation proceeds and recoveries with respect thereto, and the Medallion Collateral securing same, and any security interest in such Medallion Loans in favor of the applicable Seller;

(ii) all Medallion Loan Documents;

(iii) the Purchase Agreement (including, without limitation all rights of the Borrower to amounts due, and all rights of indemnity arising, under or in connection with the Purchase Agreement);

(iv) all Approved Purchase Agreements (including, without limitation all rights of the Borrower to amounts due, and all rights of indemnity arising, under or in connection with any Approved Purchase Agreement);

(v) all Hedging Arrangements;

(vi) all insurance policies and any proceeds from such insurance policies relating to the Medallion Loans, the Obligors or the related Medallion Collateral;

(vii) all Collections and all rights with respect thereto;

(viii) the Collection Account and the Collateral Advance Account and the balances, investments and other items of value attributable or credited to the Collection Account and the Collateral Advance Account and all rights with respect thereto;

(ix) all “chattel paper” and “documents” (as defined in the Uniform Commercial Code) evidencing or relating to the Medallion Loans;

(x) the Servicing Agreement and all Servicing Records;

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(xi) all Permitted Junior Participation Interests, and all agreements with respect thereto;

(xii) all goods (including inventory, equipment and any accessions thereto and fixtures), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); and

(xiii) any and all replacements, substitutions, distributions on, or proceeds of any and all of the foregoing.

(c) The Borrower hereby pledges to the Administrative Agent for the benefit of the Secured Parties, and grants a security interest in favor of the Administrative Agent for the benefit of the Secured Parties in, all of the Borrower’s right, title and interest in, to and under the Collateral including without limitation the repayment of principal of and interest on all Advances and all other amounts owing to the Secured Parties hereunder, under the Note and under the other Loan Documents and all other amounts owing by such Borrower to any Secured Party whether now owned or hereafter acquired, now existing or hereafter created, to secure the Secured Obligations. Each of the Borrower and the Servicer agrees to mark its master computer databases and computer files (by way of the creation of a special “field” or otherwise), in a manner acceptable to the Administrative Agent, to evidence the interests granted to the Administrative Agent for the benefit of the Secured Parties hereunder.

Section 4.02 Further Documentation. At any time and from time to time, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further actions as are necessary (or as are reasonably requested by the Administrative Agent, any Managing Agent or any Lender) for the purpose of obtaining or preserving the full benefits of this Loan Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby or the taking of any other action necessary to preserve the status of the Administrative Agent’s Liens on the Collateral as first priority perfected liens. The Borrower also hereby authorizes the Administrative Agent to file any such financing or continuation statement without the signature of the Borrower to the extent permitted by applicable law. A photographic or other reproduction of this Loan Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

Section 4.03 Changes in Locations, Name, etc. The Borrower shall not (i) change its name, identity or corporate structure (or the equivalent) or change the location where it maintains its records with respect to the Collateral or (ii) reincorporate or reorganize under the laws of another jurisdiction, in each case unless it shall have given the Administrative Agent prior written notice thereof and shall have delivered to the Administrative Agent all Uniform Commercial Code financing statements and amendments thereto as the Administrative Agent shall reasonably request and taken all other actions deemed reasonably necessary by the Administrative Agent, the Managing Agents or the Lenders to continue its perfected status in the

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Collateral with the same or better priority. The Borrower’s organizational identification number is 4253966 and the Borrower’s federal tax identification number is 20-7156521. The Borrower shall promptly notify the Administrative Agent and each Managing Agent of any change in such organizational identification number. In the event of a disaster at the location of the Borrower’s chief executive office or at the location of the Borrower’s records regarding the Medallion Loans, the Borrower shall maintain its backup office and records at 11-49 44^th Drive, Long Island City, New York 11101.

Section 4.04 Administrative Agent’s Appointment as Attorney-in-Fact.

(a) The Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments related to the Collateral which may be necessary or desirable to accomplish the purposes of this Loan Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Borrower, without assent by the Borrower, if an Event of Default shall have occurred and be continuing, to do the following:

(i) in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any insurance policy or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance policy or with respect to any other Collateral whenever payable;

(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and

(iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (G) to make any filing or other submission to any Taxi Commission on behalf of the Borrower; and

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(H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrower’s expense, at any time, and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s Liens thereon and to effect the intent of this Loan Agreement, all as fully and effectively as the Borrower might do.

The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

(b) The Borrower also authorizes the Administrative Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to file any initial financing statements amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. Without limiting the foregoing, the Borrower agrees that the Administrative Agent may file a UCC-1 financing statement against the Borrower describing the Collateral as being “all assets of the Debtor, whether now owned or hereafter acquired or arising, wheresoever located, together with all proceeds thereof.”

(c) The powers conferred on the Administrative Agent are solely to protect the Administrative Agent’s and the Secured Parties’ respective interests in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers or any Secured Party to cause the Administrative Agent to exercise such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and, without limiting Section 4.08, neither the Administrative Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or any Secured Party for any act or failure to act under this Section 4.04, except for its own gross negligence or willful misconduct.

Section 4.05 Performance of Borrower’s Obligations. If the Borrower fails to perform or comply with any of its agreements contained in the Loan Documents and the Administrative Agent, any Managing Agent or any Lender may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the out-of-pocket costs and expenses of the Administrative Agent, any such Managing Agent or any such Lender, as applicable, incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Default Rate, shall be payable by the Borrower to the Administrative Agent, any Managing Agent or any Lender on demand and shall constitute Secured Obligations.

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Section 4.06 Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other cash equivalents shall be held by the Borrower in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower may, in the sole discretion of the Administrative Agent, be turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by the Borrower (duly endorsed by the Borrower to the Administrative Agent, if required) and (b) any and all such proceeds received by the Administrative Agent (whether from the Borrower or otherwise) may, in the sole discretion of the Administrative Agent, be held by the Administrative Agent as collateral security for, and/or then or at any time thereafter may be applied by the Administrative Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Administrative Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, recoveries against Obligors, sale and foreclosure proceeds, and any other income and all other amounts received with respect to the Collateral.

Section 4.07 Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Loan Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, the Administrative without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell (on a servicing released basis, at the Administrative Agent’s option), lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. In the event that the Administrative Agent elects (or is directed) to take any action described in this Section 4.07, the Borrower further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Borrower’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder, including without limitation reasonable attorneys’ fees and

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disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required or permitted by any provision of law, including without limitation Sections 9-610 and 9-615 of the Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent arising out of the exercise by the Administrative Agent of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of the Administrative Agent. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Borrower shall remain liable for any deficiency (plus accrued interest thereon as contemplated pursuant to Section 2.05(b) hereof) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations, including the fees and disbursements of any attorneys employed by the Administrative Agent to collect such deficiency.

Section 4.08 Limitation on Duties Regarding Presentation of Collateral. The Administrative Agent’s duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or otherwise.

Section 4.09 Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

Section 4.10 Release of Security Interest. Upon (x) termination of this Loan Agreement, repayment to the Administrative Agent and the Secured Parties of all Secured Obligations and the performance of all other obligations under the Loan Documents, the Administrative Agent shall release its security interest in any remaining Collateral, (y) repayment of a Medallion Loan in full by the related Obligor or sale of a Medallion Loan by the Borrower to the extent permitted by this Loan Agreement, the Administrative Agent shall release its security interest in any Collateral securing such Medallion Loan, in the case of this clause (y), upon receipt by the Administrative Agent of the amount of such repayment or sales proceeds, or (z) deposit of the Release Price or pledge to the Administrative Agent of additional Eligible Medallion Loans as contemplated by Section 2.08(b), provided that no Event of Default or Rapid Amortization Event has occurred and is continuing, the Administrative Agent shall release its security interest in any Collateral securing such Medallion Loan; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for, the Borrower or any substantial part of its Property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be effective, or be reinstated, as though such payments had not been made.

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ARTICLE V

CONDITIONS PRECEDENT

Section 5.01 Initial Advance. The agreement of the Lenders to make Advances hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of the initial additional Advance requested to be made under this Loan Agreement, of the following conditions precedent:

(a) Loan Agreement. The Administrative Agent, the Managing Agent and the Lenders shall have received this Loan Agreement, executed and delivered by a duly authorized officer of each Person listed on signature pages hereto.

(b) Notes. Each Managing Agent, for the benefit of the Lenders in its Lender Group, shall have received a Note, conforming to the requirements hereof and executed by a duly authorized officer of the Borrower.

(c) Filings, Registrations, Recordings. All documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to create, in favor of the Administrative Agent, a perfected, first-priority security interest in the Collateral, subject to no Liens other than those created hereunder and those in favor of the applicable Seller or the Borrower and pledged hereunder, shall have been properly prepared and executed for filing (including the applicable county(ies) if the Administrative Agent determines such filings are necessary in its reasonable discretion), registration or recording in each office in each jurisdiction in which such filings, registrations and recordations are required to perfect such first-priority security interest; and lien search results in such jurisdictions of the Borrower, the Servicer and the Parent are in form and substance satisfactory to the Administrative Agent.

(d) Closing Certificates. The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, dated as of the date hereof, and certifying (A) that attached thereto is a true, complete and correct copy of the resolutions duly adopted by such Related Party (or its general partner) authorizing the execution, delivery and performance of this Loan Agreement, the Notes and the other Loan Documents to which it is a party, and the borrowings contemplated hereunder, and that such resolutions have not been amended, modified, revoked or rescinded, and (B) as to the incumbency and specimen signature of each officer executing any Loan Documents on behalf of such Related Party and, in the case of the Borrower, authorized to execute any Notice of Borrowing and Pledge, and such certificate and the resolutions attached thereto shall be in form and substance satisfactory to the Administrative Agent.

(e) Good Standing Certificates. The Administrative Agent shall have received copies of certificates evidencing the good standing of the Borrower, Medallion Funding and the Parent, dated as of a recent date, from the Secretary of State (or other appropriate authority) of the jurisdiction under which such party is organized.

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(f) Fees and Expenses. The Borrower shall have paid the reasonable fees and disbursements incurred by the Administrative Agent in connection with the negotiation, preparation and execution of this Loan Agreement, including, without limitation, the reasonable fees and disbursements of Sidley Austin LLP, counsel to the Administrative Agent.

(g) Due Diligence Review. The Administrative Agent shall have successfully completed its due diligence review of the Medallion Loans and the Related Parties (including, without limitation, a comprehensive valuation and appraisal of the Medallion Loans and an assessment of the management of the Related Parties) and be satisfied with the operations, financial condition of the Related Parties, and with the Medallion Loan Files, in each case in its sole discretion.

(h) Fees. The Administrative Agent shall have paid in full the fees payable on the Effective Date pursuant to the Fee Letter.

(i) Evidence of Insurance. The Administrative Agent shall have received evidence satisfactory to it that (i) the requirements of Section 7.19 hereof, relating to insurance coverage of the Borrower, and (ii) the requirements of Section 6.18 of the Servicing Agreement, relating to insurance coverage of the Servicer, have been satisfied.

(j) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate showing the Borrowing Base as of the Effective Date, with appropriate insertions and dated the Effective Date, satisfactory in form and substance to the Lender, executed by the President, Vice President, Treasurer or Secretary of the Borrower.

(k) Additional Matters. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Loan Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request.

Section 5.02 Initial Advance, Subsequent Advances and Disbursements from the Collateral Advance Account. The making of each Advance to the Borrower (including the initial Advance) on any Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof:

(a) No Default. No Default, Event of Default or Rapid Amortization Event shall have occurred and be continuing.

(b) Representations and Warranties. Each representation and warranty made by a Related Party in the Loan Documents, shall be true and correct in all material respects on and as of the date of the making of such Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Related Party shall also be in compliance in all material respects with all governmental licenses and authorizations, statutory and regulatory requirements.

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(c) Outstanding Amounts. The aggregate outstanding principal amount of the Advances (or, during the Term Period, the Term Period Outstandings) shall not exceed the amount permitted to be outstanding as described in Section 2.01(a) hereof or 2.03(d)(ii).

(d) Notice of Borrowing and Pledge. The Administrative Agent and each Managing Agent shall have received a completed Notice of Borrowing and Pledge and Medallion Loan Schedule in accordance with Section 2.03 hereof.

(e) Medallion Loan Files. The Custodian shall have received a complete Medallion Loan File that is not a Wet Loan with respect to each pledged Medallion Loan that is not a Wet Loan to be funded on the Funding Date at least one (1) Business Day prior to the funding of such Advance.

(f) Additional Documents. The Administrative Agent shall have received with regard to all Medallion Loans, such information, documents, agreement, opinions or instruments (including, without limitation, good standing certificates of each Obligor under each Medallion Loan pledged hereunder) as the Administrative Agent reasonably requires with respect to Medallion Loans to be pledged hereunder on such Business Day, each in form and substance satisfactory to the Administrative Agent.

(g) No Material Adverse Effect. There shall not have occurred one or more events that, in the judgment of the Administrative Agent, any Managing Agent or any Lender exercised in good faith, constitutes, or could reasonably be expected to constitute, a Material Adverse Effect.

(h) Due Diligence Review. Without limitation the Administrative Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 10.15 hereof, the Administrative Agent shall have completed (i) any due diligence review of the Medallion Loan Documents relating to such Advance and such other documents, records, agreements, instruments, collateral or information relating to such Advances as the Administrative Agent in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Administrative Agent in its reasonable discretion, and (ii) in the case of an Approved Seller, any due diligence review of the applicable Approved Purchase Agreement and any due diligence review of such Approved Seller (including, without limitation, a review of its Underwriting Guidelines, credit and collection policy and creditworthiness) as the Administrative Agent in its sole and absolute discretion deems appropriate and such review shall be satisfactory to the Administrative Agent in its sole and absolute discretion, and the Borrower shall have reimbursed the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with such review pursuant to Section 10.15(b) hereof.

(i) Junior Participation Medallion Loan. In the case of each Junior Participation Medallion Loan, the Administrative Agent shall have determined in its sole and absolute discretion that the subordinated participation is a Permitted Junior Participation Interest and the Administrative Agent shall have so notified the Borrower.

(j) Evidence of Notification to the Taxi Commission of Chicago. The Administrative Agent shall have received evidence that in connection with the financing of any

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Chicago Medallion Loans to the Borrower, an appropriate UCC-3 Financing Statements was filed with the Illinois Secretary of State assigning the Borrower’s security interest in such Chicago Medallion Loans to the Administrative Agent for the benefit of the Secured Parties, and within five days after receipt of notice that such UCC-3 Financing Statement was properly filed, the Taxi Commission for Chicago, Illinois shall have received a copy of such completed filing and all relevant documents pertaining to such assignment of security interest to the Administrative Agent, for the benefit of the Secured Parties

(k) Participation Agreements. The Administrative Agent shall have received copies of any and all participation agreements executed by Medallion Funding in connection with any Medallion Loan to be pledged under this Loan Agreement in connection with such Advance, together with a certificate of a Responsible Officer that such participation agreement does not vary in any material respect from the form of participation agreement with the applicable Permitted Junior Participant previously provided to, and approved by, the Administrative Agent.

(l) Bankruptcy Remoteness. In the case of an initial Advance where the Collateral securing such initial Advance is held by either a Permitted Junior Participant that is an Affiliate of the Borrower, the bankruptcy remoteness of such Permitted Junior Participant shall be established to the satisfaction of the Administrative Agent in its sole and absolute discretion prior to such initial Advance.

(m) Medallion Loan Schedule and Exception Report. If such Advance is the initial Advance hereunder, the Administrative Agent shall have received a duly completed “Medallion Loan Schedule and Exception Report” (as defined in the Custodial Agreement) with respect to the Medallion Loans pledged by the Borrower hereunder on the date of the initial Advance.

(n) Other Actions. Any other actions required or advisable to be taken by the Borrower in connection with the purchase and pledging of any Medallion Loans to be included in the Borrowing Base (including, without limitation, the giving of notice of the purchase of such Medallion Loans and the giving of any notice required to be given with respect to the pledge of such Medallion Loans to the Administrative Agent for the benefit of the Secured Parties hereunder) shall have been taken.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

As of the Effective Date and each Funding Date, the Borrower represents and warrants to the Administrative Agent, each Managing Agent and each Lender that:

Section 6.01 Eligible Medallion Loans. (a) As of the date on which a Medallion Loan is initially pledged hereunder, such Medallion Loan was an Eligible Medallion Loan and (b) to the best of the Borrower’s knowledge, each Medallion Loan included as an Eligible Medallion Loan in any Medallion Loan Schedule, or any calculation of the Borrowing Base made by the Borrower is (or was) as of the date of such schedule, tape, report, other information or calculation, an Eligible Medallion Loan.

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Section 6.02 Existence; Qualification; No Change to Organizational Documents. The Borrower is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and all licenses and permits necessary to own its assets and to transact the business in which it is presently engaged, and is duly qualified and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification.

Section 6.03 Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Borrower has the power, authority and legal right to make, deliver and perform this Loan Agreement and each of the Loan Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Loan Agreement and each of the Loan Documents to which it is a party, and to grant to the Administrative Agent, on behalf of the Secured Parties, a first priority perfected security interest in the Collateral on the terms and conditions of this Loan Agreement. This Loan Agreement and each of the Loan Documents to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency (including, without limitation, any Taxi Commission) is required in connection with the execution, delivery or performance by the Borrower of this Loan Agreement or any Loan Document to which it is a party, or the validity or enforceability of this Loan Agreement or any such Loan Document or the Medallion Loans, other than such as have been met or obtained. The Borrower has not received any notice, nor does the Borrower have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.

Section 6.04 No Breach. The execution, delivery and performance of this Loan Agreement and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the pledge of the Collateral will not (i) create any Adverse Claim on the Collateral other than as contemplated herein or (ii) violate any provision of any existing law or regulation or any order or decree of any court, regulatory body or administrative agency or the certificate of formation or by-laws of the Borrower or any mortgage, indenture, contract or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound.

Section 6.05 Litigation. No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Borrower, threatened against the Borrower or any properties of the Borrower or with respect to this Loan Agreement which, if adversely determined, could have a material effect on the

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business, assets or financial condition of the Borrower or which would draw into question the validity of this Loan Agreement, any Loan Document to which the Borrower is a party, or any of the other applicable documents forming part of the Collateral.

Section 6.06 No Adverse Selection. In selecting the Medallion Loans to be pledged pursuant to this Loan Agreement, no selection procedures were employed which are intended to be, of had the effect of being, adverse to the interests of the Secured Parties.

Section 6.07 Bulk Transfer. The grant of the security interest in the Collateral by the Borrower to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Loan Agreement is in the ordinary course of business for the Borrower and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

Section 6.08 Indebtedness. The Borrower has no Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness incurred under (or contemplated by) the terms of this Loan Agreement or any other Loan Document.

Section 6.09 Borrower’s Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by this Loan Agreement and the other Loan Documents.

Section 6.10 Adverse Orders. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Loan Agreement or any other Loan Document to which the Borrower is a party.

Section 6.11 Taxes. The Parent has elected to be treated as and qualifies as a “regulated investment company” within the meaning of the Code. The Borrower has filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Borrower. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Borrower in connection with the execution and delivery of this Loan Agreement and the other Loan Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due.

Section 6.12 Chief Executive Office; Jurisdiction of Organization. The Borrower’s chief executive office is located at 437 Madison Avenue, New York, New York 10022. The Borrower’s jurisdiction of organization is the State of Delaware.

Section 6.13 Legal Name. The Borrower’s legal name is as set forth in this Loan Agreement; the Borrower has not changed its name since its formation; the Borrower does not have trade names, fictitious names, assumed names or “doing business as” names.

Section 6.14 Solvency. The Borrower is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Borrower is paying its debts as they become due; and the Borrower, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

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Section 6.15 Subsidiaries. The Borrower has no subsidiaries.

Section 6.16 Consideration. Taking into account the capital contribution in the Purchase Agreement, the Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Medallion Loans by Medallion Funding, as Seller, under the Purchase Agreement.

Section 6.17 True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Related Parties to the Administrative Agent, any Managing Agent, any Lender or the Custodian in connection with the negotiation, preparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto are true and correct in every material respect, or (in the case of projections) are based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of the Borrower that, after due inquiry, should reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent, the Managing Agents and the Lenders for use in connection with the transactions contemplated hereby or thereby.

Section 6.18 Proceeds Regulations. No proceeds of any Advances will be used by the Borrower (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended or (ii) for the purpose of purchasing or carrying any “margin stock” as such term is defined in Regulation U of the Federal Reserve Board.

Section 6.19 Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to be made, the grant of the security interest in the Collateral contemplated by Section 4.01.

Section 6.20 Investment Company. The Parent is a closed-end management investment company registered under the Investment Company Act and has elected to be treated as a “business development company” under and as defined in the Investment Company Act. The Parent is an “investment company”, as such term is defined in the Investment Company Act. The Borrower is Subsidiary of an “investment company”, as such term is defined in the Investment Company Act. The acquisition of the Notes by the Managing Agents on behalf of the Lenders in each such Managing Agent’s Lender Group, the making of Advances hereunder, the application of the proceeds and repayment of Advances by the Borrower and the performance of the transactions contemplated by this Loan Agreement and the other Loan Documents will not violate any provision of said Act, or any rule, regulation or order issued by the Securities Exchange Commission thereunder.

Section 6.21 No Default. No Default or Event of Default has occurred and is continuing.

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Section 6.22 Underwriting and Servicing. Each of the Medallion Loans was underwritten in accordance with the Underwriting Guidelines and is being serviced in conformance with the applicable Seller’s standard underwriting, credit, collection, operating and reporting procedures and systems and otherwise in accordance with Accepted Servicing Practices and the Credit and Collection Policy.

Section 6.23 ERISA. The Borrower is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.

Section 6.24 Sharing of Payments. There is not now, nor will there be at any time in the future, any agreement or understanding between Medallion Funding and the Borrower (other than as expressly set forth in the Loan Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

Section 6.25 Collateral Security; Acquisition. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Medallion Loan or other Collateral to any other Person, and immediately prior to the pledge of such Medallion Loan or any other Collateral to the Administrative Agent for the benefit of the Secured Parties, the Borrower was the sole owner of such Medallion Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens other than those created hereunder and those in favor of the applicable Seller or the Borrower and pledged hereunder, in each case except for Permitted Participation Interests and Liens to be released simultaneously with the Liens granted in favor of the Administrative Agent for the benefit of the Secured Parties hereunder. Each Medallion Loan was acquired by the Borrower from a Seller.

(b) The provisions of this Loan Agreement are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral.

(c) Upon delivery to the Custodian of a complete Medallion Loan File, the Administrative Agent for the benefit of the Secured Parties shall have a fully perfected first priority security interest therein, in each Medallion Loan pledged hereunder and in the Borrower’s interest in the related Medallion Collateral.

(d) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “secured party” and the Borrower as “debtor”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 6.25 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code.

Section 6.26 Subsidiary. Medallion Funding owns 100% of the beneficial interests of the Borrower.

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Section 6.27 Subsidiaries of the Parent. Schedule 6.27 sets forth, as of the Effective Date, the name of each direct or indirect subsidiary of the Parent, its form of organization and its jurisdiction of organization.

Section 6.28 Standard Form Medallion Loan Documentation. The Borrower has previously delivered to the Administrative Agent correct and complete copies of all Standard Form Medallion Loan Documentation, none of which has been amended or otherwise modified and all of which represent the forms currently used by the Sellers to originate Medallion Loans.

Section 6.29 Anti-Terrorism Laws and Anti-Money Laundering Laws. The Borrower is not and no Person who owns a controlling interest in or otherwise controls the Borrower is or shall be, (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or on any other similar list (collectively, the “Lists”) maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (ii) a Person (a “Designated Person”) either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). The Borrower is not (x) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law or (y) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders or (z) is affiliated or associated with a Person or entity listed in the preceding clause (x) or clause (y). None of the Borrower, its Affiliates, brokers or other agents acting in any capacity in connection with the transactions contemplated hereunder (I) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders or (II) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 6.30 No Violation of Anti-Money Laundering Laws. Neither the Borrower nor any holder of a direct or indirect interest in the Borrower (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering under 18 U.S.C. §§ 1956 and 1957, drug trafficking, terrorist-related activities or other money laundering predicate crimes, or any violation of the BSA, (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

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ARTICLE VII

COVENANTS OF THE BORROWER

The Borrower covenants and agrees with the Administrative Agent, the Managing Agents and the Lenders that, so long as any Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Loan Agreement:

Section 7.01 Existence; etc.

(a) The Borrower is a Delaware statutory trust and will observe all procedures required by its trust agreement (or equivalent document) and the laws of its jurisdiction of formation. The Borrower will maintain its existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign statutory trust in any other state in which it does business and in which it is required to so qualify.

(b) The Borrower will comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices), if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect.

(c) The Borrower will not move its chief executive office from the address referred to in Section 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.02 unless it shall have provided the Administrative Agent and each Managing Agent 30 days’ prior written notice of such change.

(d) The Borrower will pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

(e) The Borrower will permit representatives of the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Administrative Agent.

Section 7.02 Special Purpose Entity.

(a) The Borrower will at all times ensure that (i) its managers act independently and in its interests, (ii) it shall at all times maintain at least two independent managers each of (x) whom is not currently and has not been during the five years preceding the date of this Loan Agreement an officer, director, manager or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) whom is not a current or former officer or employee of the Borrower and (z) whom is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with those of Medallion Funding or any other Affiliate of the Borrower, (iv) its board of managers duly authorizes all of its statutory trust actions, (v) it maintains separate and

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accurate records and books of account and such books and records are kept separate from those of Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Borrower will obtain proper authorization from its managers for statutory trust action.

(b) The Borrower will pay its operating expenses and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by Medallion Funding;

(c) The Borrower will not have any of its indebtedness guaranteed by Medallion Funding or any Affiliate of Medallion Funding. Furthermore, the Borrower will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate of the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate legal entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity.

(d) The Borrower shall own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Loan Agreement and the Loan Documents.

(e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks.

(f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person.

(g) The Borrower shall, at all times, be a wholly-owned subsidiary of Medallion Funding.

Section 7.03 Accuracy of Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinion of Willkie Farr & Gallagher LLP, counsel to Medallion Funding and the Borrower, issued in connection with the Purchase Agreement and relating to the issues of substantive consolidation and true sale of the Medallion Loans.

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Section 7.04 Prohibition on Adverse Claims. Except as otherwise provided herein or in any other Loan Document, the Borrower shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Medallion Loan, any Collections related thereto or any other Collateral related thereto, or upon or with respect to any account to which any Collections of any Medallion Loan are sent, or assign any right to receive income in respect thereof or (ii) create or suffer to exist any Adverse Claim upon or with respect to any of the Borrower’s assets.

Section 7.05 Prohibition on Fundamental Change. The Borrower will not engage in, or suffer any, change of ownership, dissolution, winding up, liquidation, merger or consolidation with, or convey, transfer, lease or otherwise 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), or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person.

Section 7.06 Sale or Contribution Treatment. The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Purchase Agreement in any manner other than the sale or contribution of Medallion Loans and other Collateral by Medallion Funding to the Borrower.

Section 7.07 Prohibition on Modifications. The Borrower will not amend, modify, waive or terminate any terms or conditions of the Purchase Agreement, any Approved Purchase Agreement, the Servicing Agreement or, in any material respect, the Standard Form Medallion Loan Documentation without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld in the case of an amendment curing an ambiguity or correcting any inconsistent provisions of the Purchase Agreement or any Approved Purchase Agreement), and shall perform its obligations thereunder.

Section 7.08 Amendment to Organizational Documents. The Borrower will not amend, modify or otherwise make any change (other than an inconsequential change) to its organizational documents without the consent of the Administrative Agent. The Borrower will notify the Administrative Agent of any inconsequential change to its organizational documents prior to the consummation thereof.

Section 7.09 Remittance of Collections. If the Borrower receives any Collections, the Borrower will remit such Collections to the Collection Account within one (1) Business Days of the Borrower’s receipt thereof.

Section 7.10 Hedging Strategy. From and after the occurrence of an Event of Default, the Borrower shall implement a commercially reasonable Hedging Strategy satisfactory to the Administrative Agent and the Borrower shall at all times thereafter maintain a commercially reasonable Hedging Strategy acceptable to the Administrative Agent.

Section 7.11 Litigation. The Borrower will promptly, and in any event within 10 days after service of process on any of the following, give to the Administrative Agent and

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each Managing Agent notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitral proceedings affecting the Borrower or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Loan Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect, or (iii) requires filing with the Securities and Exchange Commission in accordance with the Securities and Exchange Act of 1934 and any rules thereunder.

Section 7.12 Notices. The Borrower shall give notice to the Administrative Agent and each Managing Agent:

(a) promptly upon receipt of notice or knowledge of the occurrence of any Default or Event of Default or a Rapid Amortization Event;

(b) promptly upon receipt of notice or knowledge of (i) any default related to any Collateral, (ii) any Lien or security interest (other than security interests created hereby or by the other Loan Documents) on, or claim asserted against, any of the Collateral or (iii) any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect;

(c) promptly upon any material change in the Medallion Value of any Medallion Collateral;

(d) promptly upon receipt of notice or knowledge of any issuance, or possible issuance, of additional Medallions by New York City, Chicago, Boston, Cambridge, Newark, Philadelphia or any other jurisdiction for which any Lender has financed the purchase of Medallion Loans by the Borrower; and

(e) promptly upon receipt of notice or knowledge that a Medallion Loan is no longer an Eligible Medallion Loan.

Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto.

Section 7.13 Additional Information. The Borrower shall, from time to time, provide to the Administrative Agent, each Managing Agent and each Lender such other information, reports, financial statements and documents as the Administrative Agent, any Managing Agent or any Lender may reasonably request.

Section 7.14 Transaction with Affiliates. The Borrower will not enter into any transaction, including without limitation any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Loan Agreement, (b) in the ordinary course of the Borrower’s business and (c) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, or make a payment that is not otherwise permitted by this Section 7.14 to any Affiliate.

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Section 7.15 Limitation on Liens. The Borrower will defend the Collateral against, and will take such other action as is necessary to remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under this Loan Agreement or Permitted Participation Interests, and the Borrower will defend the right, title and interest of the Administrative Agent and the Secured Parties in and to any of the Collateral against the claims and demands of all persons whomsoever.

Section 7.16 Advertising, Origination and Servicing Activities. All advertising, origination and servicing activities, procedures and materials used with regard to any Medallion Loan made or accounts acquired, collected or serviced by the Borrower comply with all applicable Federal, state and local laws, ordinances, rules and regulations, including but not limited to those related to usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, rescission rights and disclosures, except where failure to comply would not have a Material Adverse Effect.

Section 7.17 Required Filings. The Borrower shall promptly provide the Administrative Agent and each Managing Agents with copies of all documents which the Parent or any Affiliate of the Parent is required to file with the Securities and Exchange Commission in accordance with the Securities and Exchange Act of 1934 or any rules thereunder.

Section 7.18 Financial Statements. (a) The Borrower shall deliver to the Administrative Agent and each Managing Agent within 30 days after the last day of each calendar month, (i) unaudited balance sheets and statements of income and cash flows for the Borrower for such month (including, if such calendar month is the last month of a calendar quarter, consolidated statements of cash flows for such calendar quarter) and (ii) a certificate of an officer of the Borrower, whose position is vice president or higher, stating that such financial statements are presented fairly in all material respects and in accordance with GAAP, subject to year-end audit adjustments.

(b) The Borrower shall deliver to the Administrative Agent and each Managing Agent within 90 days after the end of each fiscal year, the consolidated balance sheets of the Borrower as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Borrower for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower as at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default.

(c) The Borrower will furnish to the Administrative Agent and each Managing Agent, at the time it furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a Compliance Certificate signed by an Authorized Officer of the Borrower and dated the date of such annual financial statement or such quarterly financial statement.

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Section 7.19 Maintenance of Insurance. The Borrower will maintain at all times in full force and effect with financially sound and reputable insurance companies insurance covering such risks and liabilities and with such deductibles or self-insured retentions as are in accordance with normal industry practices for policies of insurance.

Section 7.20 Pricing Reports; Liquidation Reports. The Borrower shall deliver to the Administrative Agent and each Managing Agent within 30 days after the last day of each calendar month (i) a report meeting the requirements set forth on Schedule 7.20 hereto, in form acceptable to the Administrative Agent in its sole and absolute discretion and (ii) a monthly report for New York City, Chicago, Boston, Cambridge, Newark, Philadelphia and any other location of an Other Acceptable Taxi Commission (other than Chicago) of the cost of fully liquidating Medallions during the preceding three months, and the average cost for such liquidations (or if fewer than ten Medallions were liquidated during such three-month period, the cost of liquidating the ten most recently liquidated Medallions, and the average cost for such liquidations), in form and substance acceptable to the Administrative Agent in its sole and absolute discretion.

Section 7.21 Underwriting Guidelines. The Borrower shall promptly notify the Administrative Agent and each Managing Agent (i) if Medallion Funding amends, modifies or revises its Underwriting Guidelines or (ii) if the Borrower has knowledge that any Approved Seller has amended, modified or revised its Underwriting Guidelines (and the Borrower shall require any Approved Seller to notify the Borrower of any such amendment, modification or revision). If any Lender determines, in its sole discretion, that a proposed change to Underwriting Guidelines is material, such Lender will have no obligation to finance any Medallion Loans that are originated pursuant to such new Underwriting Guidelines.

Section 7.22 Approved Purchase Agreement Sale or Contribution Treatment. The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by any Approved Purchase Agreement in any manner other than the sale of Medallion Loans and other Collateral by the applicable Approved Seller to the Borrower.

Section 7.23 Concerning Portfolio Purchases. The Borrower will use its best efforts to (i) obtain from any third party servicer that services certain Medallion Loans acquired through a portfolio acquisition acknowledgments of irrevocable instructions, in form and substance satisfactory to the Administrative Agent, directing such third-party servicer to follow the Administrative Agent’s irrevocable instructions with respect to the servicing of such Medallion Loans in the event of an Event of Default and (ii) transfer all servicing of Medallion Loans from third party servicers to the Servicer as promptly as practically possible.

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ARTICLE VIII

EVENTS OF DEFAULT

Each of the following events shall constitute an event of default (an “Event of Default”) hereunder:

(a) the Borrower shall default in the payment of any fees or principal of or interest on any Advance when due (whether at stated maturity, upon acceleration or at mandatory or optional prepayment); or

(b) the Borrower shall default in the payment of any other amount payable by it hereunder or under any other Loan Document after notification by the Administrative Agent or any Managing Agent of such default, and such default shall have continued unremedied for five (5) consecutive Business Days; or

(c) the Borrower shall fail to comply with Section 2.07(a), and such failure shall have continued unremedied for two (2) Business Days; or

(d) the Borrower shall fail to perform or observe any term, covenant or agreement hereunder or under any other Loan Document in any material respect which failure is (i) not curable or (ii) curable and continues unremedied for a period of ten (10) consecutive Business Days (and written assurances of such cure shall have been given within one Business Day of default); or

(e) the occurrence of any Bankruptcy Event with respect to the Borrower; or

(f) any representation or warranty made or deemed to be made by the Borrower (or any of its respective officers) under or in connection with this Loan Agreement, any remittance report or other information or report delivered pursuant hereto or any other Loan Document shall prove to have been false or incorrect in any material respect when made (other than the representations and warranties made in a Borrowing Base Certificate with respect to the inclusion of Medallion Loans in the Borrowing Base as Eligible Medallion Loans, which shall be considered solely for the purpose of determining the Collateral Value of the Mortgage Loans, unless (i) the Borrower shall have included a Medallion Loan in the Borrowing Base with knowledge that such Medallion Loan was not an Eligible Medallion Loan or (ii) the Administrative Agent or any Managing Agent shall determine in its sole discretion exercised in good faith that the Borrower shall have included Medallion Loans in the Borrowing Base with that were not an Eligible Medallion Loans on a regular basis); or

(g) (i) the Administrative Agent for the benefit of the Secured Parties shall at any time fail to have a valid, perfected, first priority security interest the Collateral (as determined by the Administrative Agent in its sole discretion, exercised in good faith), free of adverse claims, or (ii) the purchase by the Borrower of Medallion Loans under the Purchase Agreement or any Approved Purchase Agreement with respect to a material portion of the Collateral (as determined by the Administrative Agent in its sole discretion, exercised in good faith) shall, for any reason, cease to create in favor of the Borrower a perfected ownership interest in such Medallion Loans and the other Medallion Collateral related thereto, free of adverse claims; or

(h) the Borrower shall have suffered any material adverse change, as determined by the Administrative Agent in its sole discretion, to its financial condition or operations which could reasonably be expected to affect the collectability of the Medallion Loans or the Borrower’s ability to conduct its business or perform its obligations under the Loan Documents; or

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(i) the Borrower’s activities are terminated in whole or in part for any reason by (i) any other Taxi Commission or any regulatory body and such termination has a Material Adverse Effect or (ii) the New York City Taxi Commission; or

(j) the Purchase Agreement, any Approved Purchase Agreement, the Custodial Agreement, the Servicing Agreement or any other Loan Documents shall cease to be in full force and effect or the enforceability thereof shall be contested by a party thereto; or

(k) the failure of the Borrower to cure a Borrowing Base Deficiency in the manner, and within the time period, set forth in Section 2.07; or

(l) (i) a final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered against the Borrower by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within five (5) Business Days from the date of entry thereof, and the Borrower shall not, within said period of five (5) Business Days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal or (ii) the Borrower shall fail to pay any final judgment for the payment of money when payment of such money is payable in accordance with such final judgment; or

(m) the Borrower shall be in default under any note, indenture, loan agreement, guaranty, swap agreement or any other contract to which it is a party, which default (i) involves the failure to pay a matured obligation, or (ii) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, swap agreement or other contract; or

(n) the Board of Managers of the Borrower (which shall consist of a total of five managers, including two independent managers) shall not include at least two of the following persons for a period of five (5) Business Days: Alvin Murstein, Andrew Murstein, Brian O’Leary, Larry Hall and Michael Kowalsky; or

(o) both Alvin Murstein and Andrew Murstein shall fail to be on the Board of Managers of the Borrower; or

(p) a Servicer Default shall occur; or

(q) a Termination Event shall occur; or

(r) (i) the two month rolling average Delinquency Ratio reported in any Borrowing Base Certificate shall exceed 15.0% or (ii) the two month rolling average Discount Spread reported in the applicable Borrowing Base Certificates shall exceed 2.5% for three consecutive months; or

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(s) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of Borrower, the Servicer or any of their Affiliates and such lien shall not have been released within five Business Days or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of Borrower, the Servicer or any of their Affiliates and such lien shall not have been released within five Business Days.

ARTICLE IX

REMEDIES UPON DEFAULT

(a) Upon the occurrence of one or more Events of Default hereunder, the Committed Lenders’ obligation to make additional Advances to the Borrower shall automatically terminate without further action by any Person. Upon the occurrence and continuation of one or more Events of Default other than those referred to in Article VIII, paragraph (d) hereof, and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement, the Administrative Agent may immediately declare the principal amount of the Advances then outstanding to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Loan Agreement. Upon the occurrence of an Event of Default referred to in Article VIII, paragraph (e), and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement, such amounts referred to in the preceding sentence shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding on the Notes shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower.

(b) The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Related Parties for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

ARTICLE X

MISCELLANEOUS

Section 10.01 Waiver. No failure on the part of any Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

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Section 10.02 Notices.

(a) Except as otherwise expressly permitted by this Loan Agreement (including pursuant to clause (b) below), all notices, requests and other communications provided for under the Loan Documents (including without limitation any modifications of, or waivers, requests or consents under, this Loan Agreement) shall be given or made in writing (including without limitation by telecopy) delivered to the intended recipient at the address specified for such party on Schedule 10.02 hereto or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Loan Agreement and except for notices given under Section 2 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by telecopy or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

(b) Unless and until the Administrative Agent notifies the Borrower otherwise, notices, requests and other communications to the Administrative Agent, the Managing Agents and the Lenders hereunder may be delivered or furnished by electronic mail. Unless the Administrative Agent otherwise prescribes, 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 business day for the recipient.

Section 10.03 Indemnification and Expenses.

(a) The Borrower agrees to hold each Lender, the Administrative Agent, each Managing Agent, the Custodian and each Liquidity Provider, and their respective directors, officers, advisors and employees (each, an “Indemnified Party”) harmless from and indemnify each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party in any suit, action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, including, without limitation, (i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, to the extent arising from such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by the Administrative Agent or any other Secured Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of such Collateral, the Borrower will save, indemnify and hold such Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Administrative Agent, each Managing Agent and each Lender as

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and when billed by the Administrative Agent, any Managing Agent and any Lender for all of such Person’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Person’s rights under this Loan Agreement, the applicable Note, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). The Borrower hereby acknowledges that, notwithstanding the fact that the Secured Obligations are secured by the Collateral, each Secured Obligation is a recourse obligation of the Borrower.

(b) The Borrower agrees to pay as and when billed by the Administrative Agent, any Managing Agent or any Lender all costs and expenses incurred by the Administrative Agent, any such Managing Agent or any such Lender in connection with the development, preparation and execution of, this Loan Agreement, the Notes, any other Loan Document, any Collateral or any other documents prepared in connection herewith or therewith, and any amendment, supplement or modification thereto, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation (i) all the reasonable fees, disbursements and expenses of counsel to the Administrative Agent, any such Managing Agent or any such Lender, and (ii) all the reasonable due diligence, inspection, testing and review costs and expenses incurred by the Administrative Agent, any such Managing Agent or any such Lender with respect to Collateral under this Loan Agreement.

Section 10.04 Amendments, Waivers.

(a) No waiver of any provision of this Loan Agreement nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Managing Agents and the Majority Committed Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b) No amendment to this Loan Agreement shall be effective unless the same shall be in writing and signed by each of the Borrower, the Administrative Agent, the Managing Agents and the Majority Committed Lenders, provided, however, that, without the written consent of all the Committed Lenders, no such amendment shall (i) extend the Termination Date or the Committed Termination Date, (ii) extend the date of any payment or deposit of Collections by the Borrower or the time of payment of interest, (iii) release the security interest in or transfer all or any material portion of the Collateral, (iv) change the amount of any Commitment, Lender Group Limit other than as provided herein or increase the Maximum Committed Credit hereunder, (v) amend, modify or waive any provision of the definitions of “Borrowing Base,” “Collateral Value”, the eligibility criteria set forth on Schedule 1 hereto, “Majority Committed Lenders, “Advance Rate” or any of the defined terms used in such definitions or this Section 10.04, (vi) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Loan Agreement or of any of its right, title or interest in or to the Collateral, or (vii) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (i) through (vi) above in a manner which would circumvent the intention of the restrictions set forth in such clauses. Notwithstanding the foregoing, no amendment to the Agreement which could materially and adversely affect the rights of the Approved Hedge Provider shall be effective unless the same is in writing and signed by the Approved Agent.

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(c) Any consent by the Administrative Agent, any Managing Agent or any Lender to any amendment, modification or supplement to the trust agreement of the Borrower or the Purchase Agreement may be conditioned upon confirmation from Willkie Farr & Gallagher LLP, counsel to the Borrower, that the analysis and conclusions expressed in the legal opinion delivered by them dated the Effective Date and addressing issues of true sale and nonconsolidation remain unchanged.

Section 10.05 Successors and Assigns. This Loan Agreement shall be binding upon and inure to the benefit of (i) the parties hereto and their respective successors and permitted assigns and (ii) to the Custodian (and its successors and assigns), to the extent of provisions herein that pertain to the Custodian.

Section 10.06 Survival. The obligations of the Borrower under Sections 2.09, 2.11 and 10.03, 10.15, 10.18 and 10.19 hereof shall survive the repayment of the Advances and the termination of this Loan Agreement. In addition, each representation and warranty made or deemed to be made by a request for a borrowing herein or pursuant hereto shall survive the making of such representation and warranty, and none of the Administrative Agent, any Managing Agent or any Lender shall be deemed to have waived, by reason of making any Advance, any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that the Administrative Agent, any such Managing Agent or any such Lender may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such Advance was made.

Section 10.07 Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Loan Agreement.

Section 10.08 Counterparts. This Loan Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Loan Agreement by signing any such counterpart.

Section 10.09 GOVERNING LAW; ETC. THIS LOAN AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS LOAN AGREEMENT), AND SHALL CONSTITUTE A SECURITY AGREEMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE.

Section 10.10 SUBMISSION TO JURISDICTION; WAIVERS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LOAN AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION AND

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ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 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 COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT AND EACH MANAGING AGENT SHALL HAVE BEEN NOTIFIED; AND

(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

(e) AGREES THAT NONE OF THE SECURED PARTIES SHALL HAVE LIABILITY FOR ANY PUNITIVE DAMAGES IN ANY SUCH ACTION OR PROCEEDING.

Section 10.11 WAIVER OF JURY TRIAL. 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 RELATING TO THIS LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.12 Acknowledgments. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Loan Agreement, the Note and the other Loan Documents;

(b) none of the Administrative Agent, any Managing Agent or any Lender has any fiduciary relationship to the Borrower, and the relationship between the Administrative Agent, each Managing Agent and each Lender and the Borrower is solely that of debtor and creditor; and

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(c) no joint venture exists between the Borrower and the Administrative Agent, any Managing Agent or any Lender.

Section 10.13 Assignability.

(a) Any Conduit Lender may, (i) with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank, (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above; provided, however, that the consent of the Borrower shall not be required in connection with any such assignment by a Conduit Lender under clause (ii) after the occurrence of an Event of Default. Any Managing Agent may, with notice to the Borrower, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Affiliate of such Managing Agent.

(b) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) after the occurrence of an Event of Default or (ii) to any other Lender.

(c) With respect to any assignment hereunder

(i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Loan Agreement, and

(ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with a processing and recordation fee of $2,500.

Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Loan Agreement and, to the extent that rights and obligations under this Loan Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Loan Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto).

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(d) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof to the Borrower.

(e) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided that following the sale of a participation under this Loan Agreement (i) the obligations of such Lender 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 Administrative Agent, the Servicer 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 Loan Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Loan Agreement or the other Loan Documents or to approve any amendment, modification or waiver of any provision of this Loan Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Article II and the other terms and provisions of this Loan Agreement and the other Loan Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants.

(f) The Borrower may not assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, each Managing Agent and each Lender.

(g) Notwithstanding any other provision of this Loan Agreement to the contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of the principal balance of the Loans and Interest with respect thereto) hereunder to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided, that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.

Section 10.14 Alteration of Medallion Loan Documents. After the Funding Documentation Receipt Date, until the pledge of any Medallion Loan is relinquished by the Lender, the Borrower will have no right to modify or alter the terms of the related Medallion Loan Documents except (i) if a Default has occurred and is continuing, with the Administrative Agent’s prior written consent, (ii) if the Commitment Termination Date has occurred, with the Administrative Agent’s prior written consent and (iii) at all other times, in accordance with the applicable Seller’s written Underwriting Guidelines and the Credit and Collection Policy.

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Section 10.15 Periodic Due Diligence Review. (a) The Borrower acknowledges that the Administrative Agent has the right to perform continuing due diligence reviews with respect to the Medallion Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that upon reasonable (but no less than one (1) Business Day’s) prior notice to the Borrower (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Administrative Agent or its authorized representatives (including independent audit and consulting firm specializing in securitization transactions) will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Medallion Loan Files and any and all documents, records, agreements, instruments or information relating to such Medallion Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Medallion Loan Files, the Medallion Loans, the Borrowing Base or other related matters. Without limiting the generality of the foregoing, the Borrower acknowledges that the Lenders may make Advances to the Borrower based solely upon the information provided by the Borrower to the Administrative Agent, the Managing Agent and the Lenders and the representations, warranties and covenants contained herein, and that the Administrative Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Medallion Loans securing such Advance, including without limitation ordering new credit reports and otherwise re-generating the information used to originate such Medallion Loans. The Administrative Agent may underwrite such Medallion Loans itself or engage a third party underwriter (including independent audit and consulting firm specializing in securitization transactions) to perform such underwriting, provided that such third party underwriter shall agree in writing with the Borrower to maintain the confidentiality of the information reviewed and only to use such information in connection with its engagement by the Administrative Agent, on behalf of the Secured Parties, in connection with this Loan Agreement. The Borrower agrees to cooperate with the Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Medallion Loans in the possession, or under the control, of the Borrower. The Borrower shall reimburse the Administrative Agent for all fees and related out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the Administrative Agent’s activities pursuant to this Section 10.15 and Section 9.09 of the Servicing Agreement; provided, however, that, (i) the Borrower shall not be required to reimburse the Administrative Agent for more than one independent audit for any calendar year so long as (x) no Event of Default shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Administrative Agent and (ii) so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be required to reimburse the Administrative Agent for the fees of the independent audit and consulting firm specializing in securitization transactions engaged in connection with any such audit to the extent that such fees exceed $36,000 in any calendar year, through December 15, 2009; provided, further, that the $36,000 limit described in the foregoing clause (ii) is not applicable unless (X) the Medallion Loan Files and any and all documents, records, agreements, instruments or information required to complete the audit, are contained in one location; (Y) the Borrower fully cooperates with the independent audit and consulting firm specializing in securitization transactions performing any applicable audit contemplated hereunder; and (Z) no material findings are uncovered by or on behalf of the Administrative Agent requiring additional audit work.

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(b) The Borrower shall reimburse the Administrative Agent, each Managing Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any due diligence review of a proposed Approved Seller or a proposed Approved Purchase Agreement. Amounts reimbursed pursuant to this Section 10.15(b) shall not be subject to or applied toward the reimbursement cap set forth in Section 10.15(a) hereof.

Section 10.16 Usury Savings Clause. Anything in this Loan Agreement or any Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the extent that a Lender’s receipt thereof would not be permissible under the law or laws applicable to it limiting rates of interest which may be charged or collected by it. Any such amount of interest which is not paid as a result of the limitation referred to in the preceding sentence shall be carried forward and paid by the Borrower to any Lender on the earliest date or dates on which any interest is payable under this Loan Agreement and on which the receipt thereof is permissible under the laws applicable to such Lender limiting rates of interest which may be charged or collected by such Lender. Such payment shall be made as additional interest for the month preceding such interest payment date. Such deferred payments shall not bear interest.

Section 10.17 No Proceedings. The Borrower, each Lender, each Managing Agent and the Administrative Agent each hereby agrees that it will not institute against any Conduit Lender any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Bankruptcy Event) so long as any Promissory Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Promissory Notes shall have been outstanding. The provisions of this Section 10.17 shall survive the termination of this Loan Agreement.

Section 10.18 Limitation of Liability.

(a) No claim may be made by any Related Party, any Lender, any Managing Agent, the Administrative Agent or any other Person against any Related Party, any Lender, any Managing Agent, the Administrative Agent or their respective Affiliates, directors, officers, employees, attorneys or agents (each a “Lender Party”) for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Loan Agreement or any other Loan Document, or any act, omission or event occurring in connection herewith or therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) Notwithstanding anything to the contrary contained herein, the obligations of the Conduit Lenders under this Loan Agreement are solely the corporate obligations of each such Conduit Lender and shall be payable only at such time as funds are actually received by, or are available to, such Conduit Lender in excess of funds necessary to pay in full all outstanding

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Promissory Notes issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Promissory Notes. No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Loan Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Lender or any of its Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Loan Agreement is solely a corporate obligation of such Conduit Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Conduit Lender or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Loan Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Loan Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

Section 10.19 Confidentiality.

(a) By accepting delivery of this Loan Agreement, the Borrower agrees not to disclose to any person or entity the existence of this Loan Agreement or the Loan Documents or the terms hereof or thereof (including, without limitation, any specific pricing information provided by the Administrative Agent, the Managing Agents or the Lenders or the amount or terms of any fees payable to the Administrative Agent, the Managing Agents or the Lenders in connection with the transaction contemplated by this Loan Agreement, the “Transaction”), the proposal or structure of the Transaction, any related structures developed by the Administrative Agent for the Borrower, the existence or status of any ongoing negotiations between the Borrower, the Administrative Agent, the Managing Agents and the Lenders concerning the Transaction (collectively, the “Product Information”), except (i) to its and its affiliates’ officers, directors, employees, agents, accountants, legal counsel and other representatives (collectively, the “Borrower Representatives”) who have a need to know the Product Information for the purpose of assisting in the negotiation and completion of the Transaction and who agree to be bound by the provisions of this section applicable to the Borrower, (ii) in connection with any legal or regulatory action or proceeding relating to this Loan Agreement or the transactions contemplated hereby or the exercise of any remedies hereunder, (iii) to extent required by applicable law, regulation or other legal process, or (iv) to the extent requested by any governmental or regulatory authority having jurisdiction over the Borrower, the Originator or any Borrower Representative. The Borrower will be responsible for any failure of any Borrower Representative to comply with the provisions of this clause (a).

(b) The Administrative Agent, the Managing Agents and the Lenders will not disclose to any person or entity the confidential or proprietary information of the Related Parties

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furnished to the Administrative Agent, the Managing Agents and the Lenders in connection with the Transaction (the “Borrower Information”), except (i) to their respective and their Affiliates’ officers, directors, employees, agents, accountants, legal counsel and other representatives (collectively, the “Lender Representatives”), (ii) to the extent required by applicable law, regulation, subpoena or other legal process, (iii) to the extent requested by any governmental or regulatory authority having jurisdiction over the Administrative Agent, the Managing Agents, the Lenders or any Lender Representative, (iv) to the rating agencies, (v) to any actual or potential subordinated investor in any Conduit Lender, (vi) to the extent agreed to in writing by the Borrower or (vii) to credit enhancers and dealers and investors in respect of Promissory Notes of any Conduit Lender in accordance with the customary practices of such Lender for disclosures to credit enhancers, dealers or investors, as the case may be.

(c) Notwithstanding any other provision herein, the Borrower (and its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this Loan Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

Section 10.20 USA Patriot Act. Each Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information that will allow such Lender to identify Borrower in accordance with its requirements. Borrower shall promptly, following a request by Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably 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 10.21 Trust Indenture Act. In the event that CNAI or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued by the Borrower, Parent or Medallion Funding, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any obligation of the Borrower, Parent or Medallion Funding hereunder or under any other Loan Document by or on behalf of CNAI in its capacity as the Administrative Agent for the benefit of any Lender under any Loan Document (other than CNAI or an Affiliate of CNAI) and which is applied in accordance with the Transaction Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

ARTICLE XI

THE AGENTS

Section 11.01 Authorization and Action. Each Lender hereby appoints and authorizes its related Managing Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Loan Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms hereof, together with such powers as

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are reasonably incidental thereto. The provisions of this Article XI are solely for the benefit of the Managing Agents, the Administrative Agent and the Lenders. The Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing their functions and duties hereunder, the Managing Agents shall act solely as the agent for the respective Conduit Lenders and the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, the Originator, any Affiliate thereof or any of their respective successors and assigns.

Section 11.02 Agents’ Reliance, Etc. Neither the Administrative Agent nor any Managing Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or such Managing Agent or the Administrative Agent under or in connection with this Loan Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrative Agent and the Managing Agents: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Loan Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Loan Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Loan Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Loan Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Section 11.03 Agents and Affiliates. Each Managing Agent and the Administrative Agent and their respective Affiliates may engage in any kind of business with the Borrower or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of Borrower or any Obligor or any of their respective Affiliates, all as if such Persons were not Managing Agents and/or Administrative Agent and without any duty to account therefor to any Lender.

Section 11.04 Lender’s Loan Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any Managing Agent, any of their respective Affiliates or any other Lender, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Loan Agreement and, if it so determines, to make Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Managing Agent, any of their respective Affiliates, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Loan Agreement.

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Section 11.05 Delegation of Duties. The Administrative Agent and each Managing Agent may each execute any of its duties under this Loan Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.06 Indemnification. Each Managing Agent severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to its related Lender Group Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Loan Agreement or any action taken or omitted by the Administrative Agent under this Loan Agreement; provided, that (i) no Managing Agent shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Administrative Agent’s gross negligence or willful misconduct and (ii) no Managing Agent shall be liable for any amount in respect of any compromise or settlement of any of the foregoing unless such compromise or settlement is approved by the Majority Managing Agents. Without limitation of the generality of the foregoing, each Managing Agent agrees to reimburse the Administrative Agent, ratably according to its related Lender Group Percentage, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Loan Agreement; provided, that no Managing Agent shall be responsible for the costs and expenses of the Administrative Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Administrative Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

Section 11.07 Successor Agents. The Administrative Agent and each Managing Agent may, upon thirty (30) days’ notice to the Borrower, each Lender and each other party hereto, resign as Administrative Agent or Managing Agent, as applicable. If any such party shall resign as Administrative Agent or Managing Agent under this Loan Agreement, then, in the case of the Administrative Agent, the Majority Committed Lenders and the Borrower, and in the case of any Managing Agent, its related Conduit Lenders, during such thirty-day period shall appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or applicable Managing Agent and references herein to the Administrative Agent or such Managing Agent shall mean such successor agent, effective upon its appointment; and such former Administrative Agent’s or Managing Agent’s rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Managing Agent or any of the parties to this Loan Agreement. After any retiring Administrative Agent’s or Managing Agent’s resignation hereunder as such agent, the provisions of Article VIII, this Article IX and Section 10.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or a Managing Agent under this Loan Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed and delivered as of the day and year first above written.

TAXI MEDALLION LOAN TRUST II, as Borrower
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Vice President

CITICORP NORTH AMERICA, INC., as a Managing Agent and as Administrative Agent
By:	/s/ Robert Sheldon
Name:	Robert Sheldon
Title:	Vice-President
CHARTA, LLC, as a Conduit Lender
By:	Citicorp North America, Inc.,
	as Attorney-in-Fact
By:	/s/ Robert Sheldon
Name:	Robert Sheldon
Title:	Vice-President
CITIBANK, N.A., as a Committed Lender
By:	/s/ Robert Sheldon
Name:	Robert Sheldon
Title:	Vice-President

EX-10.3

Exhibit 10.3

EXECUTION COPY

SERVICING AGREEMENT

among

MEDALLION FUNDING CORP.,

as Servicer,

TAXI MEDALLION LOAN TRUST II,

as Borrower,

and

CITICORP NORTH AMERICA, INC.,

as Administrative Agent

Dated as of December 19, 2006

THIS SERVICING AGREEMENT, dated as of December 19, 2006 is entered into by and among TAXI MEDALLION LOAN TRUST II, having an address at 437 Madison Avenue, New York, New York 10022 (the “Borrower”), MEDALLION FUNDING CORP., having an address at 437 Madison Avenue, New York, New York 10022 (in such capacity, the “Servicer”), and CITICORP NORTH AMERICA, INC., having an address at 388 Greenwich Street, Floor 19, New York, New York 10013 (the “Administrative Agent”).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower is the owner of certain Medallion Loans;

WHEREAS, certain financial institutions (collectively, the “Lenders”) have agreed to provide revolving credit loans to the Borrower, the proceeds of which shall be used to finance the purchase and carrying of Medallion Loans by the Borrower pursuant to the Loan and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrower, the Lenders and the Administrative Agent as contractual representative of the Lenders and other Secured Parties;

WHEREAS, the Borrower and the Administrative Agent on behalf of the Secured Parties desire to have the Servicer service and administer the Medallion Loans, and the Servicer desires to service and administer the Medallion Loans; and

WHEREAS, the Custodian has agreed to hold certain original documents relating to each Medallion Loan pursuant to the Custodial Agreement.

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms. (a) Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

(b) Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.

“Administrative Agent” has the meaning assigned to such term in the Preamble.

“Accepted Servicing Practices” has the meaning assigned to such term in Section 3.01.

“Agreement” means this Servicing Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Borrower” has the meaning assigned to such term in the Preamble.

Signature Page to Servicing Agreement

“Custodial Fee” has the meaning assigned to such term in the Custodial Agreement.

“Damages” has the meaning assigned to such term in Section 7.01(b) hereof.

“Eligibility Violation Notice” means a written notice from the Borrower to the Administrative Agent in the form of Exhibit 4.02(c).

“Indemnified Party” has the meaning assigned to such term in Section 7.01(b).

“Intangible Assets” means all licenses, franchises, patents, patent applications, trademarks, program rights, good will, and research and development expense and other like intangible assets shown on the consolidated balance sheet of the Servicer and its Subsidiaries.

“IRS” shall mean the Internal Revenue Service.

“Lenders” has the meaning assigned to such term in the Preliminary Statements.

“Loan Agreement” has the meaning assigned to such term in the Preliminary Statements.

“Material Adverse Effect” shall mean a material adverse effect on (a) the contracts, property, business, condition (financial or otherwise) or prospects of the Servicer, (b) the ability of the Servicer to perform its obligations under the Servicing Agreement or any of the other Loan Documents to which it is a party, (c) the validity or enforceability of the Servicing Agreement or any of the other Loan Documents, or (d) the rights and remedies of the Administrative Agent under the Servicing Agreement or any of the other Loan Documents to which it is a party.

“Medallion Funding” shall mean Medallion Funding Corp., and its successors and permitted assigns.

“Medallion Loan Records” has the meaning assigned to such term in Section 8.02.

“Medallion Loan Default” has the meaning assigned to such term in Section 3.03.

“Reconciliation” shall have the meaning provided in Section 4.01(b).

“Report Date” shall mean (a) each Weekly Report Date, and (b) if an Event of Default or Rapid Amortization Event has occurred and is continuing, any other “Report Date” designated by the Administrative Agent.

“Servicer” has the meaning assigned to such term in the Preamble.

“Servicer Default” means the occurrence of any of the following events:

(a) The failure of the Servicer to deliver any payments, collections or proceeds which it is obligated to deliver under the terms hereof or of any other Loan Documents, at the times it is obligated to make such deliveries under the terms of any Loan Documents to which it is a party; or

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(b) Upon the earlier of (x) written notice from the Administrative Agent or (y) the date upon which the Servicer becomes aware thereof, the failure of the Servicer to observe or perform any other covenant hereunder or under the terms of any other Loan Documents, which failure is (i) not curable or (ii) curable and continues unremedied for a period of thirty (30) calendar days thereafter; or

(c) the occurrence of an Event of Default referred to in paragraphs (a) or (b) of Article VIII under the Loan Agreement, which Default continues unremedied for a period of five (5) Business Days; or

(d) any representation, warranty or statement of the Servicer made hereunder or any other Loan Document to which it is a party shall prove to be incorrect in any material respect when made; or

(e) the occurrence of any Bankruptcy Event in respect of the Servicer, the Borrower, the Parent or any of Subsidiary of the Parent; or

(f) the Servicer shall assign, transfer or delegate any of its duties or obligations hereunder or under any other Loan Documents to a Person that is not a Servicer except as permitted by Section 3.08 or 3.09; or

(g) the Servicer shall have suffered any material adverse change, as determined by the Administrative Agent in its sole discretion, exercised in good faith, to its business, operations, financial condition, properties or prospects that could reasonably be expected to have a material adverse effect on the ability of the Servicer to perform its obligations under this Servicing Agreement; or

(h) the Servicer’s activities are terminated in whole or in part for any reason by (i) any other Taxi Commission or any regulatory body and such termination has a Material Adverse Effect or (ii) the New York City Taxi Commission; or

(i) The ratio of Total Liabilities to Tangible Net Worth shall be greater than 9 to 1 at any time; or

(j) The Servicer shall fail to maintain a Tangible Net Worth of not less than $50,000,000 at any time; or

(k) a final judgment or judgments for the payment of money in excess of $5,000,000 in the aggregate shall be rendered against the Servicer or any of its Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within five (5) Business Days from the date of entry thereof, and the Servicer or any such Affiliate shall not, within said period of five (5) Business Days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

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(l) Medallion Financial shall cease to directly or indirectly own 100% of the equity interests of Medallion Funding; or

(m) any “Servicer Default” as such term is defined in that certain Servicing Agreement dated as of September 13, 2002 (the “Taxi I Servicing Agreement”) among Medallion Funding, Taxi Medallion Loan Trust I and Merrill Lynch Bank USA, as the Taxi I Servicing Agreement is in effect as of September 13, 2002 and without giving effect to any amendments, supplements or modifications thereto other than such amendments, supplements or modifications as the Administrative Agent approves in writing; or

(n) Medallion Funding shall cease to be the “Servicer” under the Taxi I Loan Agreement for any reason; or

(o) the Servicer or any of its Affiliates (other than Taxi Medallion Loan Trust I) shall be in default under any note, indenture, loan agreement, guaranty, swap agreement or any other contract to which it is a party having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of $5,000,000 or more, which default (i) involves the failure to pay a matured obligation, or (ii) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, swap agreement or other contract.

“Servicing Fee” has the meaning assigned to such term in Section 3.05(a).

“Servicing Fee Rate” shall mean the rate of 40 basis points (0.40%) per annum.

“Shared Services Agreement” means that certain Shared Services Agreement, dated as of the date hereof, between Medallion Funding and the Borrower, together with all instruments, documents and agreements executed in connection therewith, as such Shared Services Agreement may be amended, supplemented or otherwise modified from time to time.

“Tangible Net Worth” means, at any date, (i) the amount which, in conformity with GAAP, would be set forth opposite the caption “shareholder’s equity” (or any like caption, in each case inclusive of preferred stock) on a consolidated balance sheet of the Servicer and its Subsidiaries at such date, minus (ii) the aggregate amount reflected on such balance sheet of any Intangible Assets at such date.

“Total Liabilities” shall mean, for any period, all liabilities of the Servicer and its Subsidiaries for such period, which in accordance with GAAP, would be classified on a balance sheet of the Servicer as liabilities.

“Weekly Collection Period” means a weekly period commencing on (and including) Saturday of a calendar week and ending on (and including) Friday of the following calendar week.

“Weekly Report” shall have the meaning provided in Section 4.02(a).

“Wet Loan Schedule” shall have the meaning provided in Section 4.02(c).

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ARTICLE II

APPOINTMENT OF SERVICER

Section 2.01. Appointment of Servicer. (a) The managing, servicing, administering and making collections on the Medallion Loans shall be conducted by the Person so designated from time to time as Servicer in accordance with this Agreement. Medallion Funding is hereby designated as, and hereby agrees to perform, the duties and obligations of the Servicer pursuant to the terms hereof and the other Loan Documents and shall continue to manage, service, administer and collect on the Medallion Loans pursuant to this Agreement, unless and until expressly agreed otherwise by the Borrower and the Administrative Agent.

(b) Medallion Funding acknowledges that the other parties hereto have relied on Medallion Funding’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement, the Loan Agreement and the other Loan Documents. Accordingly, Medallion Funding agrees that it will not resign as Servicer except as permitted pursuant to Section 7.02.

(c) Medallion Funding, in the case of clause (i) below, and Borrower, in the case of clause (ii) below, hereby agree that upon the designation of a successor servicer hereunder of the Servicer’s duties and responsibilities in accordance with Section 9.01, (i) Medallion Funding will terminate its activities as Servicer hereunder in accordance with Section 8.02 and, in any case, in a manner which the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to such successor servicer and Medallion Funding shall cooperate with and assist such successor servicer and (ii) such successor servicer shall, without any further action by the Borrower or such successor servicer, be appointed as the Borrower’s agent and attorney-in-fact for the purpose of exercising such power and authority as is or may from time to time be designated to the Servicer hereunder or under any other Loan Document.

ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.01. Duties of Servicer. The Servicer, for the benefit of the Borrower and the Administrative Agent, shall manage, service, administer and make collections on the Medallion Loans and enforce the Borrower’s rights with respect to the collateral thereunder and any guarantees thereof in accordance with all applicable federal, state and local laws and regulations and with the degree of skill, care and diligence of prudent lenders in the industry for the servicing of comparable assets, but in no event, with less skill, care and diligence than the Servicer or any of its Affiliates exercises with respect to all comparable assets that it services for itself or others (such standards, the “Accepted Servicing Practices”). The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors on Medallion Loans, investigating delinquencies, sending invoices to Obligors, as appropriate, reporting tax

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information, if any, to Obligors, preparing and delivering Medallion Loan Files to the Custodian, accounting for Collections and furnishing statements and reports to the Administrative Agent in accordance with this Agreement and the other Loan Documents. Except to the extent otherwise required pursuant to this Agreement, the Servicer shall follow the Accepted Servicing Practices in performing its duties as Servicer. To the extent consistent with the Accepted Servicing Practices and the following sentence, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with management, servicing, administration and collection that it may deem necessary or desirable, including, without limitation, executing and delivering on behalf of itself and the Borrower, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Medallion Loans or any Medallion securing such Medallion Loans. The Servicer is authorized to release Liens on Medallions granted pursuant to the Medallion Loan, (i) if the debt secured thereby has been fully paid and the proceeds of the repayment of such debt are deposited in the Collection Account in accordance with Section 4.01 hereof, and/or (ii) to liquidate such Medallions in accordance with its customary standards, policies and procedures, Accepted Servicing Practices and the Credit and Collection Policy. If the Servicer shall commence a legal proceeding to enforce a Medallion Loan, the Borrower shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Medallion Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Medallion Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Medallion Loan, the Borrower shall, at the Servicer’s expense and direction, take steps to enforce such Medallion Loan, including bringing suit in the name of the Borrower. The Borrower shall, upon the written request of the Servicer, furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

Section 3.02. Collection and Allocation of Medallion Loan Payments Modifications of Medallion Loans. (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Medallion Loans as and when the same shall become due, and shall follow such collection procedures as it follows with respect to comparable medallion loans that it or any of its Affiliates services for itself or others and otherwise act with respect to the Medallion Loans, the insurance policies and the other Collateral in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Administrative Agent for the benefit of the Secured Parties with respect thereto. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Medallion Loan. The Servicer shall allocate Collections relating to principal and interest in accordance with the terms of the related Medallion Loans.

(b) The Medallion Loan and other Medallion Loan Documents have not been and shall not be extended, waived, amended or modified except (i) if a Default has occurred and is continuing, with the prior written consent of the Administrative Agent, (ii) the Commitment Termination Date has occurred, with the prior written consent of the Administrative Agent and (iii) at all other times, in accordance with the Servicer’s written Underwriting Guidelines and the Credit and Collection Policy.

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Section 3.03. Realization upon Medallion Loans. (a) The Servicer shall enforce compliance with the terms of the Medallion Loans in a manner consistent with the Accepted Servicing Practices. The Servicer shall include in any Report on any Report Date, as applicable, any default under a Medallion Loan (a “Medallion Loan Default”), which such Report shall include actions the Servicer proposes to take with respect to such Medallion Loan Default, including, without limitation, (1) initiation or continuation of negotiations with the Obligor, (2) acceleration of such Medallion Loan, (3) repossession of the Medallion related to Medallion Loan, (4) initiation of litigation or collection proceedings, and (5) such other action as the Servicer may deem appropriate in conformity with the Accepted Servicing Practices.

(b) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate, if necessary, any Medallion securing a Medallion Loan with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as practicable after default on such Medallion Loan but in no event later than the date on which any regularly scheduled payment has become more than 360 days delinquent; provided, however, that the Servicer may elect not to repossess a Medallion within such time period if no Servicer Default has occurred and in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Medallion Loan (after giving effect to expenses associated with such repossession and reimbursement to the Servicer hereunder) would be increased by forbearance; and provided, further, that the Servicer shall not be required to repossess a Medallion if prohibited by law. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the Accepted Servicing Practices, which practices and procedures may include the sale of the related Medallion at a public or private sale, and other actions by the Servicer in order to realize upon a Medallion Loan.

Section 3.04. Maintenance of Security Interests. (a) The Servicer shall take such steps as are necessary to maintain perfection of the first priority security interest created by the Loan Documents. The Servicer agrees to mark its master computer databases and computer files (by way of the creation of a special “field” or otherwise), in a manner acceptable to the Administrative Agent, to evidence the interests granted to the Administrative Agent for the benefit of the Secured Parties under the Loan Agreement and the other Loan Documents. At any time and from time to time, the Servicer shall, or shall cause the Borrower to, and the Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further actions as are necessary (or as are reasonably requested by the Administrative Agent) for the purpose of obtaining or preserving the full benefits of the Secured Parties under the Loan Agreement and of its rights and powers therein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created by the Loan Agreement or the taking of any other action necessary to preserve the status of the Administrative Agent’s Liens on the Collateral as first priority perfected Liens. A photographic or other reproduction of the Loan Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

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(b) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Borrower and the Administrative Agent as are necessary to maintain perfection of the first priority security interest created by each Medallion Loan in the related Medallion, including the recording, registering, filing, re-recording, re-filing and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest under the respective Medallion Loans. The Borrower hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest in the name of Borrower as necessary because of any reason.

Section 3.05. Servicing Fee. (a) The Borrower shall pay to the Servicer (the “Servicing Fee”), as compensation for its activities hereunder, on each Weekly Payment Date, an amount equal to the product of (i) the Servicing Fee Rate multiplied by (ii) a fraction, the numerator of which shall be the number of calendar days since the immediately prior Weekly Payment Date, and the denominator of which shall be 360, multiplied by (iii) the Net Principal Balance of the Medallion Loans serviced by the Servicer.

(b) The accrued and unpaid Servicing Fee shall be paid to the Servicer out of Collections as set forth in Article III of the Loan Agreement.

Section 3.06. Access to Certain Documentation and Information Regarding Medallion Loans. The Servicer shall provide to federal, state and local regulatory agencies, and their respective examiners, access to the documentation regarding the Medallion Loans required by applicable regulations of such agencies. Such access shall be afforded without charge upon reasonable prior notice and during normal business hours at the offices of the Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Section 3.07. Servicer Expenses. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Administrative Agent, and shall be reimbursed for such expenses solely to the extent expressly provided herein.

Section 3.08. Appointment of Subservicer. The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that (i) the Administrative Agent shall have approved such appointment in writing; (ii) the Servicer shall remain obligated and be liable to the Borrower and the Administrative Agent for the servicing and administering of the Medallion Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Medallion Loans; and (iii) the agreement with the subservicer provides that it may be terminated by any successor servicer if the Servicer that had entered into such subservicing agreement is terminated as Servicer hereunder. The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time and neither of the Borrower nor any Secured Party shall have any responsibility therefor.

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Section 3.09. Delegation of Duties. The Servicer may at any time perform through sub-contractors the specific duties of (i) repossession of Medallions, and (ii) pursuing the collection of deficiency balances on defaulted Medallion Loans, in each case without the consent of the Borrower or the Administrative Agent. The Servicer may also perform other specific duties through such sub-contractors in accordance with its customary servicing policies and procedures without the prior consent of the Borrower or the Administrative Agent. No such delegation or sub-contracting of duties by the Servicer shall relieve the Servicer of its responsibility with respect to such duties. Any sub-contractor engaged by the Servicer pursuant to this Section 3.09 shall (i) have all licenses and permits necessary to perform such specific duties, (ii) be a Person experienced in the performance of such specific duties, and (iii) not have been subject to any litigation, civil or criminal penalty, or other similar action, except to the extent reasonable and ordinary for a Person engaging in activities similar to such specific duties.

Section 3.10. Insurance. The Servicer may sue to enforce or collect upon the insurance policies in its own name or as agent of the Borrower. If the Servicer elects to commence a legal proceeding to enforce an insurance policy, the act of commencement shall be deemed to be an automatic assignment of the rights of (i) the Administrative Agent for the benefit of the Secured Parties and (ii) the Borrower under such insurance policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an insurance policy on the grounds that it is not a real party in interest or a holder entitled to enforce the insurance policy, the Administrative Agent or the Borrower, at the Servicer’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce such insurance policy, including bringing suit in its name, in the name of the Borrower or, with the Administrative Agent’s prior written consent which may be given or withheld in its sole discretion, in the name of the Administrative Agent on behalf of the Secured Parties. Any amounts collected by the Servicer under an insurance policy shall be deposited in the Collection Account upon receipt. Any cost incurred by the Servicer in maintaining any such insurance shall not, for the purpose of calculating the outstanding balance of any Medallion Loan under the Loan Agreement or any other Loan Document, be added to the Net Principal Balance of the related Medallion Loan, notwithstanding that the terms of such Medallion Loan so permit.

Section 3.11. Enforcement of Prohibition on Transfer of Medallion. The Servicer will, to the extent it has knowledge of any sale or Lien, or prospective sale or Lien, by any Obligor of the related Medallion (whether by sale or by contract of sale, and whether or not the Obligor remains or is to remain liable under the Medallion Loan), exercise or cause to be exercised any rights to accelerate the maturity of such Medallion Loan under the terms thereof.

Section 3.12. Conservation and Disposition of Medallion. In the event that any Medallion is repossessed by the Servicer, the Servicer shall conserve and protect each such Medallion for the Administrative Agent for the benefit of the Secured Parties solely for the purpose of its prompt disposition and sale. The disposition of any such Medallion shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall determine in accordance with the Accepted Servicing Practices and with a view to maximizing

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the net present value recovery from such disposition. The Servicer shall deposit the proceeds of any such disposition into the Collection Account no later than 11:00 a.m. on the Business Day following receipt thereof by the Servicer. Pending such deposit, such funds shall be held in trust by the Servicer for the benefit of the Administrative Agent for the benefit of the Secured Parties.

Section 3.13. Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Servicer consisting of cash, checks and other cash equivalents shall be held by the Servicer in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of the Servicer, and shall forthwith upon receipt by the Servicer be turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by the Servicer (duly endorsed by the Servicer to the Administrative Agent, if required) and (b) any and all such proceeds received by the Administrative Agent (whether from the Servicer or otherwise) may, in the sole discretion of the Administrative Agent, be held by the Administrative Agent as collateral security for, and/or then or at any time thereafter may be applied by the Administrative Agent against, the Secured Obligations (whether matured or unmatured) in the order set forth in Section 3.1 of the Loan Agreement. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and the Loan Agreement shall have been terminated shall be paid over to the Servicer or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, recoveries against Obligors, sale and foreclosure proceeds, and any other income and all other amounts received with respect to the Collateral.

ARTICLE IV

COLLECTION ACCOUNT; WEEKLY REPORTS; RAPID AMORTIZATION EVENT

Section 4.01. Collection Account.

(a) The Servicer shall instruct all Obligors to remit payments in respect of the Medallion Loans to the Servicer for deposit to the Collection Account. The Servicer shall deposit to the Collection Account, no later than 11:00 a.m. on the Business Day following receipt thereof by the Servicer, all Collections received by the Servicer. Pending such deposit, such funds shall be held in trust by the Servicer for the benefit of the Secured Parties. Funds on deposit in the Collection Account on any day shall be held therein in trust for the benefit of the Secured Parties.

(b) Funds deposited in the Collection Account in any Weekly Collection Period shall be allocated between Collections in respect of principal payments on the Medallion Loans and Collections in respect of interest and finance charge payments on the Medallion Loans. The Servicer shall provide Administrative Agent with a reconciliation reasonably acceptable to the Administrative Agent (a “Reconciliation”) by 2:00 p.m., New York time on the Weekly Report Date immediately following such Weekly Collection Period showing what portion of the collections deposited to the Collection Account during the Weekly Collection Period are repayments of principal and what portion are payments of interest, finance charges and/or fees.

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Section 4.02. Reports.

(a) The Servicer shall deliver to the Administrative Agent and the Custodian no later than 4:00 p.m., New York time on each Weekly Report Date a servicing report (the “Weekly Report”) with respect to the Weekly Collection Period then most recently ended, substantially in the form attached hereto as Exhibit 4.02(a). The Servicer shall deliver to the Administrative Agent a hard copy of any such report upon request of the Administrative Agent.

(b) Upon discovery by the Servicer of any Medallion Loan ceasing to be an Eligible Medallion Loan, if a Borrowing Base Deficiency exists or will result therefrom, the Servicer shall (or shall cause the Borrower to) deliver an Eligibility Violation Notice to the Administrative Agent, substantially in the form attached hereto as Exhibit 4.02(b), no later than 12:00 (noon) New York time on the Business Day immediately succeeding such discovery.

(c) On any day that the Borrower delivers a Notice of Borrowing and Pledge under the Loan Agreement, the Servicer shall deliver to the Administrative Agent a schedule (a “Wet Loan Schedule”) in substantially the form of Schedule 4.02(c) hereof.

(d) On any day upon which the Borrower acquires any Wet Loans, the Servicer shall deliver to the Administrative Agent a copy of each Medallion Note related to each such Wet Loan.

(e) The Servicer shall deliver to the Administrative Agent and/or permit the Administrative Agent to inspect any property, books, valuations, records, audits or other information as the Administrative Agent may reasonably request upon reasonable prior notice.

Section 4.03. Rapid Amortization Event. If a Rapid Amortization Event occurs and is continuing, the Servicer shall so notify the Administrative Agent immediately following the discovery of such Rapid Amortization Event.

ARTICLE V

SERVICER REPRESENTATIONS AND WARRANTIES

As of the Effective Date and each Funding Date, the Servicer represents and warrants to the Administrative Agent, each Managing Agent and each Lender that:

Section 5.01. Existence; Qualification. The Servicer is a New York corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and all licenses necessary to own its assets and to transact the business in which it is presently engaged, and is duly qualified and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification.

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Section 5.02. Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Servicer has the power, authority and legal right to make, deliver and perform this Servicing Agreement and each of the Loan Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Servicing Agreement and each of the Loan Documents to which it is a party. This Servicing Agreement and each of the Loan Documents to which the Servicer is a party constitutes the legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with their respective terms except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency (including, without limitation, any Taxi Commission) is required in connection with the execution, delivery or performance by the Servicer of this Servicing Agreement or any Loan Document to which it is a party, or the validity or enforceability of this Servicing Agreement or any such Loan Document or the Medallion Loans, other than such as have been met or obtained, except where the failure to obtain such would not have a Material Adverse Effect. The Servicer has not received any notice, nor does the Servicer have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.

Section 5.03. No Breach. The execution, delivery and performance of this Servicing Agreement and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the pledge of the Collateral will not (i) create any Adverse Claim on the Collateral other than as contemplated herein or (ii) violate any provision of any existing law or regulation (including, without limitation, the Investment Company Act of 1940, as amended) or any order or decree of any court, regulatory body or administrative agency or the certificate of formation or by-laws of the Servicer or any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer or any property or assets of the Servicer may be bound.

Section 5.04. Litigation. No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Servicer, threatened against the Servicer or any properties of the Servicer or with respect to this Servicing Agreement which, if adversely determined, could have a Material Adverse Effect.

Section 5.05. Adverse Orders. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Servicing Agreement or any Loan Document to which the Servicer is a party.

Section 5.06. Taxes. The Servicer has filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other

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governmental charges due from the Servicer. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the execution and delivery of this Servicing Agreement and the other Loan Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due.

Section 5.07. Chief Executive Office; Jurisdiction of Organization. On the Effective Date, the Servicer’s chief executive office is (and the location of the Servicer’s records regarding the Medallion Loans), and during the four months immediately preceding July 1, 2001 such office has been, located at 437 Madison Avenue, New York, New York 10022. On the Effective Date, the Servicer’s jurisdiction of organization is New York. In the event of a disaster at the location of the Servicer’s chief executive office or at the location of the Servicer’s records regarding the Medallion Loans, the Servicer shall maintain its back-up office and records at 11-49 44th Drive, Long Island City, New York 11101.

Section 5.08. Legal Name. The Servicer’s legal name is as set forth in this Servicing Agreement; the Servicer has not changed its name since its formation; the Servicer does not have trade names, fictitious names, assumed names or “doing business as” names.

Section 5.09. Solvency. The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

Section 5.10. True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Servicer to the Administrative Agent, any Managing Agent any Lender or the Custodian in connection with the negotiation, preparation or delivery of this Servicing Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto are true and correct in every material respect, or (in the case of projections) are based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of the Servicer that, after due inquiry, should reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent, any Managing Agent, any Lender or the Custodian for use in connection with the transactions contemplated hereby or thereby.

Section 5.11. No Servicer Default. No Servicer Default has occurred and is continuing.

Section 5.12. Underwriting and Servicing. Each of the Medallion Loans is being serviced in conformance with the Servicer’s Credit and Collection Policy and otherwise in accordance with Accepted Servicing Practices.

Section 5.13. ERISA. The Servicer is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.

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Section 5.14. Sharing of Payments. There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth in the Shared Services Agreement and the Loan Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

ARTICLE VI

COVENANTS OF THE SERVICER

The Servicer covenants and agrees with the Administrative Agent that, so long as any Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Servicing Agreement:

Section 6.01. Existence; etc.

(a) The Servicer will observe all corporate procedures required by its certificate of incorporation, by-laws and the laws of its jurisdiction of formation. The Servicer will maintain its corporate existence in good standing under the laws of its jurisdiction of organization and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to so qualify.

(b) The Servicer will comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices), if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect.

(c) The Servicer will not move its chief executive office from the address referred to in Section 5.07 or change its jurisdiction of organization from the jurisdiction referred to in Section 5.01 unless it shall have provided the Administrative Agent thirty (30) days’ prior written notice of such change.

(d) The Servicer will pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

(e) The Servicer will permit representatives of the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Administrative Agent.

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(f) The Servicer shall, to the extent required by applicable law, disclose all material transactions associated with this transaction in appropriate regulatory filings and public announcements.

Section 6.02. Accuracy of Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinion of Willkie, Farr & Gallagher LLP, counsel to the Servicer, issued in connection with the Servicing Agreement and other Loan Documents and relating to the issues of substantive consolidation, true contribution and true sale of the Medallion Loans.

Section 6.03. Prohibition on Adverse Claims. Except as otherwise provided herein or in any other Loan Document, the Servicer shall not purport to sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Medallion Loan, any Collections related thereto or any other Collateral related thereto, or upon or with respect to any account to which any Collections of any Medallion Loan are sent, or assign any right to receive income in respect thereof.

Section 6.04. Prohibition on Fundamental Change. The Servicer will not engage in, or suffer any, change of ownership, dissolution, winding up, liquidation, merger or consolidation with, or convey, transfer, lease or otherwise 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), or acquire all or substantially all of the assets or capital stock or other ownership interest of any Person.

Section 6.05. Prohibition on Modifications. The Servicer will not amend, modify, waive or terminate any terms or conditions of the Servicing Agreement without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld in the case of an amendment curing an ambiguity or correcting any inconsistent provisions of the Servicing Agreement), and shall perform its obligations thereunder.

Section 6.06. Amendment to Organizational Documents. The Servicer will not amend, modify or otherwise make any change to its organizational documents without the consent of the Administrative Agent.

Section 6.07. Financial Statements.

(a) The Servicer shall deliver to the Administrative Agent within 30 days after the last day of each calendar month, (i) unaudited consolidated balance sheets and statements of income and cash flows for the Servicer for such calendar month (including, if such calendar month is the last month of a calendar quarter, consolidated statements of cash flows for such calendar quarter) and (ii) a certificate of an officer of the Servicer, whose position is vice president or higher, stating that such financial statements are presented fairly in all material respects and in accordance with GAAP, subject to year-end audit adjustments.

(b) The Servicer shall deliver to the Administrative Agent within 90 days after the end of each fiscal year, the consolidated balance sheets of the Servicer and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of

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income and retained earnings and of cash flows for the Servicer and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Servicer and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Servicer Default. The annual separate financial statements of the Servicer shall disclose the effects of the transactions contemplated by the Purchase Agreement as a sale and/or contribution of the Medallion Loans and other Collateral.

(c) The Servicer will furnish to the Administrative Agent, at the time it furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a Compliance Certificate substantially in the form of Exhibit 6.07(c) signed by an Authorized Officer of the Servicer and dated the date of such annual financial statement or such quarterly financial statement.

The Servicer will furnish to the Administrative Agent, at the time it furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a certificate of a Responsible Officer of the Servicer (i) stating that, to the best of such Responsible Officer’s knowledge, the Servicer during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Servicing Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Servicer Default except as specified in such certificate (and, if any Servicer Default has occurred and is continuing, describing the same in reasonable detail and describing the action the Servicer has taken or proposes to take with respect thereto) and (ii) showing in detail the calculations supporting such Responsible Officer’s certification of the Servicer’s compliance with the requirements of the financial covenants found in Section 6.07 hereto.

Section 6.08. Litigation. The Servicer will promptly, and in any event within 10 days after service of process on any of the following, give to the Administrative Agent notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting the Servicer or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Loan Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) which, individually or in the aggregate, if adversely determined, could reasonably have a Material Adverse Effect, or (iii) requires filing with the Securities and Exchange Commission in accordance with the 1934 Act and any rules thereunder.

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Section 6.09. Notices. The Servicer, in its capacity as Servicer, shall give notice to the Administrative Agent:

(a) promptly upon receipt of notice or knowledge of the occurrence of any Servicer Default or any Rapid Amortization Event;

(b) promptly upon receipt of notice or knowledge of (i) any default related to any Collateral, (ii) any Lien or security interest (other than security interests created hereby or by the other Loan Documents) on, or claim asserted against, any of the Collateral or (iii) any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect.

(c) promptly upon any material change in the market value of any or all of the Servicer’s assets.

(d) promptly upon receipt of notice or knowledge of any issuance, or possible issuance, of additional Medallions by New York City, Chicago, Boston, Cambridge, Newark, Philadelphia or any other jurisdiction for which the Administrative Agent has financed the purchase of Medallion Loans by the Borrower or any change in the regulations relating to Medallion lending, servicing, foreclosure or the financing of medallion loans in any such jurisdictions.

(e) within one (1) Business Day, of any and all notices given by the Servicer in connection with any participation agreement in which the related Medallion Loan has been pledged to the Administrative Agent under the Loan Agreement.

Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer of the Servicer setting forth details of the occurrence referred to therein and stating what action the Servicer has taken or proposes to take with respect thereto.

Section 6.10. Funding Date Documentation. The Servicer shall deliver to the Custodian on or before each Funding Date the Funding Date Documentation with respect to the Medallion Loans (other than Wet Loans) being pledged under the Loan Agreement on such Funding Date. As soon as possible after the Funding Date upon which any Wet Loans are pledged under the Loan Agreement, the Servicer shall deliver to the Custodian the Funding Date Documentation with respect to such Wet Loans.

Section 6.11. Collection Account. The Servicer shall (a) cause the Collection Account Bank to deliver to the Administrative Agent copies of monthly statements with respect to the Collection Account or (b) promptly deliver copies of such statements to the Administrative Agent.

Section 6.12. Borrowing Base Certificate. On each Borrowing Base Certificate Date, the Servicer shall deliver to the Administrative Agent a Borrowing Base Certificate showing the Borrowing Base as of the last day of the prior calendar month, certified as complete and correct by a Responsible Officer.

Section 6.13. Additional Information. The Servicer shall, from time to time, provide to the Administrative Agent such other information, reports, financial statements and documents as the Administrative Agent may reasonably request.

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Section 6.14. Limitation on Liens. The Servicer will defend the Collateral against, and will take such other action as is necessary to remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under the Loan Agreement or Permitted Participation Interests, and the Servicer will defend the right, title and interest of the Secured Parties in and to any of the Collateral against the claims and demands of all persons whomsoever.

Section 6.15. Advertising, Origination and Servicing Activities. All servicing activities, procedures and materials used with regard to any Medallion Loan made or accounts acquired, collected or serviced by the Servicer comply with all applicable Federal, state and local laws, ordinances, rules and regulations, including but not limited to those related to usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, rescission rights and disclosures, except where failure to comply would not have a Material Adverse Effect.

Section 6.16. Maintenance of Insurance. The Servicer will maintain at all times in full force and effect with financially sound and reputable insurance companies insurance covering such risks and liabilities and with such deductibles or self-insured retentions as are in accordance with normal industry practices for policies of insurance.

Section 6.17. Credit and Collection Policy. The Servicer shall not amend, modify or revise the Credit and Collection Policy without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. In the event that the Servicer makes any amendment or modification to the Credit and Collection Policy, the Servicer shall promptly deliver to the Administrative Agent a complete copy of the amended or modified the Credit and Collection Policy.

Section 6.18. Capacity as Servicer. The Servicer will, to the extent necessary, maintain separate records on behalf of and for the benefit of the Administrative Agent, will act in accordance with instructions and directions, delivered in accordance with the terms hereof, from the Borrower and/or the Administrative Agent in connection with its servicing of the Medallion Loans hereunder, and will ensure that, at all times when it is dealing with or in connection with the Medallion Loans in its capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.

Section 6.19. Collections. The Servicer shall, to the extent possible, only accept Collections consisting of checks, wire transfers or electronic transfers.

ARTICLE VII

SERVICER INDEMNITIES AND RESIGNATION

Section 7.01. Liability of the Servicer; Indemnities of Servicer. (a) The Servicer shall be contractually liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

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(b) The Servicer agrees to hold the Secured Parties, the Custodian and each of its officers, directors, agents and employees (each, an “Indemnified Party”) harmless from and indemnify each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including but not limited to attorneys’ fees and expenses) (collectively, “Damages”) which may be imposed on, incurred by or asserted against such Indemnified Party in any suit, action, claim or proceeding relating to or arising out of or based on any breach of any representation, warranty, covenant or other term of this Agreement by the Servicer or any subservicer, the failure of the Servicer or any subservicer to meet the Accepted Servicing Practices in connection with any action (or failure to act) hereunder or under any other Loan Documents, in its capacity as the Servicer, or any negligence or willful misconduct of the Servicer or any subservicer in connection with the performance of its obligations under this Agreement and the other Loan Documents, in its capacity as the Servicer, except, in each case, to the extent arising from such Indemnified Party’s gross negligence or willful misconduct. Without limiting or being limited by the foregoing, the Servicer shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Damages resulting from any of the following:

(i) the failure of Servicer to correctly report Eligible Medallion Loans in any report or other information provided by the Servicer to the Administrative Agent or the Custodian, or in any calculation of the Borrowing Base made by the Servicer;

(ii) the failure of any representation or warranty or statement made or deemed made by the Servicer hereunder or under any other Loan Document to have been true and correct when made;

(iii) the failure by the Servicer or any subservicer to comply with any applicable law, rule or regulation with respect to any Medallion Loan or related Medallion;

(iv) action, or failure to act, by the Servicer that results in the failure to maintain in favor of the Administrative Agent as required under this Servicing Agreement and the other Loan Documents a valid and enforceable security interest in the Collateral or the failure to maintain such security interests as first priority perfected security interests as required under this Servicing Agreement and the other Loan Documents;

(v) the commingling of Collections at any time with other funds; and

(vi) any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of any Person, arising out of or relating to any action (or failure to act) by the Servicer in accordance with its obligations hereunder.

(c) Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement, with respect to any act (or the failure to act) by the Servicer which occurred (or failed to occur) prior to such resignation, removal or termination and shall include fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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Section 7.02. Limitation on Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) by mutual agreement among the Servicer, the Borrower and the Administrative Agent or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any determination under clause (b) above permitting the resignation of the Servicer shall be evidenced by an opinion of counsel (which counsel shall be acceptable to Administrative Agent) to such effect delivered to the Administrative Agent and the Borrower. No such resignation shall become effective until a successor servicer shall have assumed the Servicer’s responsibilities, duties, liabilities and obligations hereunder. Any such successor servicer must be an established servicer of loans secured by taxi medallions and must be approved in writing by the Administrative Agent.

Section 7.03. Rights of the Administrative Agent in Respect of the Servicer. The Servicer shall afford the Administrative Agent, upon reasonable notice, during normal business hours, access to all records maintained by the Servicer in respect of its rights and obligations hereunder and access to officers of the Servicer responsible for such obligations. Upon request, the Servicer shall furnish the Administrative Agent with such information as the Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Servicer shall permit the Administrative Agent to inspect the Servicer’s servicing facilities for the purpose of satisfying the Administrative Agent that the Servicer has the ability to service the Medallion Loans as provided in this Servicing Agreement and the other Loan Documents. The Administrative Agent shall not have any responsibility or liability for any action or failure to act by the Servicer, and is not obligated to supervise the performance of the Servicer under this Agreement or otherwise.

ARTICLE VIII

DEFAULT AND TERMINATION

Section 8.01. Termination. Upon the occurrence of a Servicer Default, the Administrative Agent may (i) terminate all the rights and obligations of the Servicer under this Agreement as to any or all of the Medallion Loans by delivering notice of termination to the Servicer with a copy to the Borrower and (ii) appoint any other Person selected by the Administrative Agent in its sole discretion as successor “Servicer” hereunder.

Section 8.02. Additional Termination Requirements.

(a) In the event (i) that notice of termination of the rights and obligations of the Servicer pursuant to Section 8.01 of this Agreement is given by the Administrative Agent, or (ii) the Servicer resigns or is removed in accordance with Section 7.02, the Servicer covenants to safeguard the Servicing Records and that all funds and Medallion Loan Documents relating to the affected Medallion Loans (collectively, the “Medallion Loan Records”) shall, at the option of the Administrative Agent, immediately upon receipt of notice of termination or the resignation or removal of the Servicer, be submitted to the

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control of the Administrative Agent or its designee and that, on the date of termination, they will be transferred to the Administrative Agent or its designee, without prejudice to the rights, if any, of any party against any other party.

(b) Notwithstanding any termination of this Agreement, or of all or a portion of the rights and obligations of the Servicer hereunder, the Servicer shall not be relieved of liability for all amounts due, or responsibilities owed the Borrower or the Administrative Agent in respect of its obligations hereunder while it served as the servicer hereunder. The Servicer forthwith upon such termination or resignation shall (i) pay over to the Collection Account all Collections held by it or subsequently received by it with respect to the affected Medallion Loans pursuant to this Agreement or pursuant to any other written agreement, letter or arrangement with the Administrative Agent, (ii) deliver to the Administrative Agent or other designee selected by the Administrative Agent a full accounting in respect of the affected Medallion Loans, including a statement showing the monthly payments and other amounts collected by or on behalf of it and a statement of moneys held in trust by or on behalf of it for the payment of taxes, insurance premiums or other charges with respect to the affected Medallion Loans, (iii) otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the affected Medallion Loans to any designee selected by the Administrative Agent, and (iv) arrange for the physical transfer and delivery to any designee selected by the Administrative Agent of all Medallion Loans and copies thereof in its possession, and all Medallion Loan Records. Any successor servicer hereunder shall meet the requirements and be selected in accordance with the procedures specified in Section 7.02. Notwithstanding any termination of this Agreement, or any termination of all the rights and obligations of the Servicer hereunder as to all or any number of Medallion Loans, or any resignation of the Servicer, in any case pursuant to any provision of this Agreement, the Servicer shall be entitled to receive all amounts accrued and owing to it under this Agreement from the Borrower in accordance with Section 3.02 of the Loan Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. This Agreement may be amended or modified from time to time by the parties hereto, but only by an instrument in writing signed by each of the parties hereto.

Section 9.02. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and to the benefit of their respective permitted successors and assigns. No party may assign any of its rights or obligations hereunder without the consent of the other parties hereto; provided, that the Administrative Agent may assign any or all of its rights and obligations hereunder with respect to any or all of the Medallion Loans.

Section 9.03. No Partnership. Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as an agent for the Borrower or the Administrative Agent.

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Section 9.04. Governing Law. This Agreement shall be construed according to the laws of the State of New York, without regard to conflict of laws applied in the State of New York.

Section 9.05. Notices. All demands, notices and communications relating to this Agreement shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or by overnight courier, or, if by other means, when received by the other party or parties at the address shown below, or such other address as may hereafter be furnished to the other party or parties by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

The Borrower:

Taxi Medallion Loan Trust II

c/o Medallion Financial Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Facsimile No.: 212-328-2121

Telephone No.: 212-328-2100

The Servicer:

Medallion Funding Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Facsimile No.: 212-328-2121

Telephone No.: 212-328-2100

The Administrative Agent:

Citicorp North America, Inc.

Global Securitized Markets

Citigroup Global Markets Inc.

388 Greenwich Street, 19^th Floor

New York, NY 10013

Attention: Kim Conyngham

Facsimile No.: (212) 816-0270

Telephone: (212) 816-0456

Email: kimberly.a.conyngham@citigroup.com

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Section 9.06. Article and Section Headings; Severability of Provisions; Counterparts. The article and section headings of this Agreement are for convenience only and are not to be used to interpret or define the provisions hereof. In the event that any provision of this Agreement conflicts with applicable law, such conflict shall not affect the other provisions of this Agreement which can be given effect without the conflicting provision, and to this end the provisions of this Agreement are declared to be severable. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts shall constitute one and the same instrument.

Section 9.07. Miscellaneous. Each party agrees to execute and deliver such instruments and take such actions as the other party shall from time to time reasonably request to carry out the terms of this Agreement.

Section 9.08. Costs; Expenses. Without duplication of any amounts paid by the Borrower, the Servicer agrees to reimburse the Administrative Agent as and when billed by the Administrative Agent for all of the Administrative Agent’s costs and expenses incurred in connection with the enforcement or the preservation of the Administrative Agent’s rights under this Servicing Agreement, or rights against the Servicer in its capacity as Servicer under any other Loan Document to which it is a party, including without limitation the fees and disbursements of its counsel (including all fees and disbursements incurred in any action or proceeding between the Servicer and an Indemnified Party or between an Indemnified Party and any third party relating hereto).

Section 9.09. Periodic Due Diligence Review. The Servicer acknowledges that the Administrative Agent has the right to perform continuing due diligence reviews with respect to the Medallion Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or under the Loan Agreement, or otherwise, and the Servicer agrees that upon reasonable (but no less than one (1) Business Day’s) prior notice to the Servicer (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Administrative Agent or its authorized representatives (including independent public accountants) will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Medallion Loan Files and any and all documents, records, agreements, instruments or information relating to such Medallion Loans in the possession or under the control of the Servicer and/or the Custodian. The Servicer also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Medallion Loan Files, the Medallion Loans, the Borrowing Base or other related matters. Without limiting the generality of the foregoing, the Servicer acknowledges that the Administrative Agent may make Advances to the Borrower based solely upon the information provided by the Servicer to the Administrative Agent and the representations, warranties and covenants contained herein, and that the Administrative Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Medallion Loans securing such Advance, including without limitation ordering new credit reports and otherwise re-generating the information used to originate such Medallion Loans. The Administrative Agent may underwrite such Medallion Loans itself or engage a third party underwriter (including an independent audit and consulting firm specializing in securitization transactions) to perform such underwriting, provided that such third party

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underwriter shall agree in writing with the Borrower to maintain the confidentiality of the information reviewed and only to use such information in connection with its engagement by the Administrative Agent in connection with this Servicing Agreement or any other Loan Document. The Servicer agrees to cooperate with the Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Medallion Loans in the possession, or under the control, of the Servicer. The Borrower shall reimburse the Administrative Agent for all fees and related out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the Administrative Agent’s activities pursuant to Section 10.16 of the Loan Agreement and this Section 9.09; provided, however, that, (i) the Borrower shall not be required to reimburse the Administrative Agent for more than one independent audit for any calendar year so long as (x) no Event of Default shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Administrative Agent and (ii) so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be required to reimburse the Administrative Agent for the fees of the independent audit and consulting firm specializing in securitization transactions engaged in connection with any such audit to the extent that such fees exceed $36,000 in any calendar year, through December 4, 2009; provided, further, that the $36,000 limit described in the foregoing clause (ii) is not applicable unless (X) the Medallion Loan Files and any and all documents, records, agreements, instruments or information required to complete the audit, are contained in one location; (Y) the Borrower fully cooperates with the independent audit and consulting firm specializing in securitization transactions performing any applicable audit contemplated hereunder; and (Z) no material findings are uncovered by or on behalf of the Administrative Agent requiring additional audit work.

Section 9.10. Limitation of Liability. No claim may be made by any Related Party or any other Person against any Lender, any Managing Agent, the Administrative Agent or their respective Affiliates, directors, officers, employees, attorneys or agents (each a “Lender Party”) for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Servicing Agreement or any other Loan Document, or any act, omission or event occurring in connection herewith or therewith; and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.11. Amendments to Taxi I Servicing Agreement and Related Loan Agreement. Each of the Borrower and the Servicer agree to provide prompt written notice to the Administrative Agent of any amendment, supplement or modification to any of the Taxi I Servicing Agreement or the “Loan Agreement” referenced therein (the “Taxi I Loan Agreement”) that has the effect of amending, adding, supplementing or otherwise modifying any “Event of Default” or “Servicer Default” under the Taxi I Servicing Agreement or the Taxi I Loan Agreement and, to the extent requested by the Administrative Agent, amend this Agreement, the Loan Agreement and any other applicable Transaction Document to incorporate such amendments, additions, supplements and modifications to the Taxi I Loan Agreement or the Taxi I Servicing Agreement into this Agreement or the Loan Agreement, as applicable.

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IN WITNESS WHEREOF, each party has caused this Servicing Agreement to be executed in its name by its duly authorized officer, as of the day and year first above written.

MEDALLION FUNDING CORP.,
as Servicer
By:	/s/ Michael J. Kowalsky
Name:	Michael J. Kowalsky
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Chief Executive Officer
TAXI MEDALLION LOAN TRUST II,     as Borrower
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Vice President
CITICORP NORTH AMERICA, INC.,     as Administrative Agent
By:	/s/ Robert Sheldon
Name:	Robert Sheldon
Title:	Vice President

Signature Page to Servicing Agreement

EX-10.4

Exhibit 10.4

EXECUTION COPY

MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

Dated as of December 19, 2006

between

MEDALLION FUNDING CORP.,

as Transferor,

and

TAXI MEDALLION LOAN TRUST II,

as Transferee

TABLE OF CONTENTS

Section		Page
ARTICLE I.
DEFINITIONS
SECTION 1.01.	Certain Defined Terms	1
SECTION 1.02.	Other Terms	7
SECTION 1.03.	Computation of Time Periods	7
ARTICLE II.
AMOUNTS AND TERMS OF PURCHASES
SECTION 2.01.	Purchase Facility	7
SECTION 2.02.	Purchases from the Transferor.	8
SECTION 2.03.	No Obligations or Taxes	9
SECTION 2.04.	Collections.	9
ARTICLE III.
CONDITIONS OF PURCHASES
SECTION 3.01.	Conditions Precedent to Initial Purchase	10
SECTION 3.02.	Conditions Precedent to All Purchases	11
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.	Representations and Warranties of the Transferor	12
ARTICLE V.
GENERAL COVENANTS OF THE TRANSFEROR
SECTION 5.01.	Affirmative Covenants of the Transferor	16
SECTION 5.02.	Reporting Requirements of the Transferor	18
SECTION 5.03.	Negative Covenants of the Transferor	19

i

ARTICLE VI.
ADMINISTRATION AND COLLECTION
SECTION 6.01.	Designation of the Servicer	20
SECTION 6.02.	Rights of the Transferee	20
SECTION 6.03.	Responsibilities of the Transferor	21
SECTION 6.04.	Maintenance of Perfection	21
ARTICLE VII.
TERMINATION EVENTS
SECTION 7.01.	Termination Events	22
ARTICLE VIII.
INDEMNIFICATION
SECTION 8.01.	Indemnities by the Transferor	23
SECTION 8.02.	Retransfer of Medallion Loans	25
ARTICLE IX.
MISCELLANEOUS
SECTION 9.01.	Amendments and Waivers	26
SECTION 9.02.	Notices, Etc	26
SECTION 9.03.	No Waiver; Remedies	27
SECTION 9.04.	Binding Effect; Assignability; Survival.	27
SECTION 9.05.	Severability of Provisions	28
SECTION 9.06.	Costs, Expenses and Taxes	28
SECTION 9.07.	Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.	28
SECTION 9.08.	No Proceedings	29
SECTION 9.09.	Further Assurances	29

ii

SECTION 9.10.	Counterparts	30
SECTION 9.11.	Merger and Integration	30
SECTION 9.12.	Headings	30

iii

EXHIBITS

EXHIBIT A	Transfer Agreement
EXHIBIT B	Locations Where Records Are Kept; Location of Chief Executive Office
EXHIBIT C	Form of Purchase Notice
EXHIBIT D	Eligible Medallion Loan Criteria

iv

MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

Dated as of December 19, 2006

MEDALLION FUNDING CORP., a New York corporation (the “Transferor”), and TAXI MEDALLION TRUST II, a Delaware statutory trust (the “Transferee”), agree as follows:

PRELIMINARY STATEMENTS

(1) The Transferor originates Medallion Loans and, in addition, from time to time may purchase Medallion Loans and Related Assets from Medallion Financial, Freshstart, Medallion Capital and other Affiliates;

(2) The Transferee is a special-purpose entity that is 100% beneficially owned by the Transferor and has been established to purchase and otherwise acquire Medallion Loans and Related Assets;

(3) The Transferor wishes from time to time to offer to sell Medallion Loans and Related Assets to the Transferee;

(4) The Transferee desires to procure such Medallion Loans and Related Assets from the Transferor; and

(5) The Transferee intends to finance the cost of purchasing Medallion Loans and Related Assets from the Transferor through borrowings under a Loan and Security Agreement dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), by and among the Transferee, the Lenders from time to time party thereto (collectively, the “Lenders”), the Managing Agents from time to time party thereto and Citicorp North America, Inc., as Administrative Agent (the “Administrative Agent”);

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise defined in this Agreement, terms defined in the Loan and Security Agreement are used herein as therein defined.

“Administrative Agent” shall have the meaning set forth in the Preliminary Statements.

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“Affiliate” shall mean, with reference 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” when used with reference to any specified Person shall mean the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliated Loan Sale Agreement” and “Affiliated Loan Sale Agreements” shall have the meaning set forth in Section 5.01(i).

“Agreement” shall mean this Medallion Loan Sale and Contribution Agreement, including any schedules or exhibits attached hereto, as the same may be amended or restated from time to time pursuant to the terms of this Agreement.

“Business Day” shall mean any day other than a Saturday or Sunday or any other day on which national banking associations or state banking institutions in New York, New York, are authorized or obligated by law, executive order or governmental decree to be closed.

“Capital Medallion Loans” shall mean Medallion Loans and Related Assets conveyed by Medallion Capital to the Transferor through the Medallion Capital Loan Sale Agreement.

“Closing Date” shall mean December 19, 2006

“Collection Account” shall mean a segregated account created and maintained under the Loan and Security Agreement, governed by the Collection Account Control Agreement, into which Collections of Medallion Loans or Related Assets are remitted.

“Collection Date” shall mean the date on which (i) all Medallion Loans have been repaid in full, together with interest thereon and other amounts owing in respect thereof and (ii) all other amounts owing to the Transferee hereunder shall have been paid in full.

“Collections” shall mean all payments by or on behalf of the Obligors in respect of Medallion Loans or Related Assets, including payments that are received or deemed to have been received from an Obligor in connection with any refinancing of or modification to any Medallion Loan, in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

“Custodial Agreement” shall mean the Custodial Agreement, dated as of the date hereof, among the Transferee, the Custodian, the Servicer and the Administrative Agent, as the same shall be modified and supplemented and in effect from time to time.

“Custodian” shall mean Wells Fargo Bank, National Association and its successors and permitted assigns, as custodian under the Custodial Agreement.

“Debt” of any Person shall mean (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or

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services, (iv) obligations of such Person as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations of such Person in connection with any letter of credit issued for the account of such Person, (vi) obligations of such Person under an interest rate or currency swap, cap or similar agreement, (vii) obligations secured by any lien or other charge upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, and (viii) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii).

“Eligible Medallion Loan” shall mean a Medallion Loan that satisfies all of the criteria set forth on Exhibit D to this Agreement.

“Financial Medallion Loans” shall mean Medallion Loans and Related Assets conveyed by Medallion Financial to the Transferor through the Medallion Financial Loan Sale Agreement.

“Freshstart” shall mean Freshstart Venture Capital Corp., a New York corporation.

“Freshstart Loan Sale Agreement” shall mean the Freshstart Loan Sale Agreement dated as of the date hereof between Freshstart and the Transferor, as amended and supplemented from time to time, governing the terms and conditions upon which the Transferor shall acquire from Freshstart certain Medallion Loans and Related Assets.

“Freshstart Medallion Loans” shall mean Medallion Loans and Related Assets conveyed by Freshstart to the Transferor through the Freshstart Loan Sale Agreement.

“Governmental Authority” shall mean any country or nation, any political subdivision of such country or nation and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government of any country or nation or political subdivision thereof.

“Ineligible Medallion Loan” shall have the meaning set forth in Section 8.02(a) of this Agreement.

“Insolvency Event” shall mean with respect to a specified Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, administrator, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding up or liquidation of such Person’s affairs, (ii) the commencement against such Person of an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or selling appointment of a receiver, liquidator, assignee, custodian, administrator, sequestrator or similar official for such Person or for any substantial portion of its property, or ordering the winding up or liquidation of such Person’s affairs, which case shall remain undismissed for a period of thirty (30) days or

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more, or (iii) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, administrator, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due or the admission by such Person in writing (of which a Responsible Officer of the Custodian shall have written notice) of its inability to pay its debts generally, or the adoption by the board of directors of such Person of a resolution (of which a Responsible Officer of the Custodian shall have written notice) which authorizes action by such Person in furtherance of any of the foregoing.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, 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.

“Loan and Security Agreement” shall have the meaning set forth in the Preliminary Statements.

“Loan Documents” shall mean, with respect to any Medallion Loan, the related Obligor Note and any related loan agreement, security agreement, mortgage, assignment of indemnity, financing statements and other documents, instruments, certificates or assignments (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf in respect of such Medallion Loan and related Obligor Note, including, without limitation, general or limited guaranties.

“Medallion” shall mean a medallion or other license (i) that was issued by a municipality in New York, New York, Chicago, Illinois, Boston, Massachusetts, Cambridge, Massachusetts, Newark, New Jersey, Philadelphia, Pennsylvania or another location which the Administrative Agent has approved in writing, (ii) that gives its owner the right to operate a taxicab in such municipality, (iii) that is perpetually renewable by the issuing municipality and (iv) that is readily transferable to another person in the secondary market, subject to applicable rules and regulations.

“Medallion Capital” shall mean Medallion Capital, Inc., a Minnesota corporation.

“Medallion Capital Loan Sale Agreement” shall mean the Medallion Capital Loan Sale Agreement dated as of the date hereof between the Transferor and Medallion Capital, as amended and supplemented from time to time, governing the terms and conditions upon which the Transferor shall acquire from Medallion Capital certain Medallion Loans and Related Assets.

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“Medallion Financial” shall mean Medallion Financial Corp., a Delaware corporation.

“Medallion Financial Loan Sale Agreement” shall mean the Medallion Financial Loan Sale Agreement dated as of the date hereof between the Transferor and Medallion Financial, as amended and supplemented from time to time, governing the terms and conditions upon which the Transferor shall acquire from Medallion Financial certain Medallion Loans and Related Assets.

“Medallion Loan” shall mean a loan purported to be sold or contributed hereunder to the Transferee that is a loan secured by a collateral assignment of a Medallion and evidenced by an Obligor Note, arising from the extension of credit to an Obligor by an Originator in the ordinary course of its business and appearing on a Medallion Loan Schedule at any time hereafter submitted to and accepted by the Transferee in connection with a conveyance pursuant to Section 2.02, and shall include, without limitation, all monies due or owing and all Collections and other amounts received from time to time with respect to such loan and all proceeds (including, without limitation, “proceeds” as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest on Medallion Loans) thereof; provided, however, that any Medallion Loan retransferred by the Transferor pursuant to Section 8.02 of this Agreement shall cease to be a Medallion Loan as of the date of such retransfer.

“Obligor” shall mean, with respect to any Medallion Loan, the Person or Persons obligated to make payments with respect to such Medallion Loan, including any co-signer or guarantor for a Person so obligated.

“Obligor Note” shall mean any promissory note evidencing the indebtedness of an Obligor under a Medallion Loan, together with any modifications thereto.

“Operative Documents” shall mean this Agreement, the Loan and Security Agreement, the Affiliated Loan Sale Agreements, the Servicing Agreement, the Custodial Agreement and the other agreements and instruments related to any of the foregoing.

“Opinion of Counsel” shall mean a written opinion of counsel, who, except as otherwise provided herein, may be counsel for, or an employee of, the Person providing the opinion and who shall be reasonably acceptable to the Transferee.

“Originator” shall mean an originator of Medallion Loans in its capacity as such.

“Outstanding Balance” of any Medallion Loan at any time shall mean the then outstanding principal balance thereof.

“Payment Date” shall mean the date on which the Loan and Security Agreement shall have terminated and all amounts owing to all parties providing financing, liquidity support, credit enhancement or other financial accommodations to the Transferee thereunder shall have been paid in full.

“Permitted Participation Interest” shall mean a participation interest in a Medallion Loan that is (i) subordinated to the rights of the Transferee therein, as the case may

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be, on terms acceptable to the Transferee and pursuant to an agreement in form and substance acceptable to the Transferee, in each case in its sole and absolute discretion, and (ii) in the case of a Person that is not an Affiliate of the Transferee, held by a holder that is acceptable to the Transferee in its sole and absolute discretion.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other entity of similar nature.

“Purchase” shall mean any purchase by the Transferee of Medallion Loans and Related Assets from the Transferor pursuant to Article II.

“Purchase Price” shall have the meaning set forth in Section 2.02(b).

“Records” shall mean all contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and Related Assets and rights), including, without limitation, all Loan Documents, maintained with respect to Medallion Loans and the related Obligors.

“Related Assets” shall mean with respect to any Medallion Loan: (i) if the Medallion Loan was transferred by Medallion Financial, Freshstart or Medallion Capital to the Transferor under the respective Affiliated Loan Sale Agreement, all of the Transferor’s rights, remedies, powers and privileges under any of the Affiliated Loan Sale Agreements; (ii) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Medallion Loan, whether pursuant to the Obligor Note related to such Medallion Loan, any other Loan Document or otherwise, including, without limitation, the applicable Medallion; (iii) all UCC financing statements covering any collateral securing payment of such Medallion Loan; (iv) all guarantees, indemnities, warranties, insurance policies and proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Medallion Loan whether pursuant to the Obligor Note related to such Medallion Loan or otherwise; (v) all Records and all other instruments and rights relating to such Medallion Loan; and (vi) if such Medallion Loan is subject to a Permitted Participation Interest, all rights, remedies, powers and privileges of the Transferor under the related participation agreement.

“Requirements of Law” shall mean any law, treaty, rule or regulation or final determination of an arbitrator or Governmental Authority and, when used with respect to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person.

“Servicer” shall mean the Transferor in its capacity as servicer under the Servicing Agreement, or such successor Servicer appointed pursuant to the terms of the Servicing Agreement.

“Subsidiary” shall mean, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

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“Termination Date” shall mean the earlier of (i) the date of the declaration or automatic occurrence of the Termination Date pursuant to Section 7.01 and (ii) the date specified by the Transferor or the Transferee in a written notice to the other party given at least thirty (30) days prior to such specified date.

“Termination Event” shall have the meaning set forth in Section 7.01.

“Transfer Agreement” shall mean an agreement in the form of the agreement included herein as Exhibit A.

“Transfer Date” shall mean any day on which Medallion Loans are to be transferred from the Transferor to the Transferee hereunder, whether by sale or contribution of capital.

“Transferee” shall have the meaning set forth in the preamble hereto.

“Transferor” shall have the meaning set forth in the preamble hereto.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Weekly Settlement Date” shall mean the second Business Day of each calendar week.

SECTION 1.02. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II.

AMOUNTS AND TERMS OF PURCHASES

SECTION 2.01. Purchase Facility.

(a) From time to time the Transferor may make available to the Transferee its inventory of Eligible Medallion Loans for the purpose of the Transferee’s considering whether it wishes to purchase any such loans. On the terms and conditions hereinafter set forth, the Transferee may in its sole discretion purchase Medallion Loans and Related Assets with respect thereto from the Transferor from time to time during the period from the date the conditions precedent to the initial Purchase in Section 3.01 are satisfied to the Termination Date. Nothing in this Agreement shall be deemed to be or construed as a commitment by the Transferee to purchase any Medallion Loans or Related Assets at any time.

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(b) It is the intention of the parties hereto that each Purchase or contribution made hereunder shall constitute a sale or contribution of such assets, which transfer is absolute and irrevocable and provides the Transferee with the full benefits of ownership of the purchased Medallion Loans and Related Assets. Neither the Transferor nor the Transferee intends the transfers contemplated hereunder to be, or for any purpose to be characterized as, loans from the Transferee to the Transferor secured by such transferred assets.

(c) In the event that, notwithstanding the intent of the parties, any Medallion Loans are held to be the property of the Transferor, or if for any other reason this Agreement is held or deemed to create a security interest in such Medallion Loans, then this Agreement shall be deemed to be a security agreement, the conveyance provided for in Section 2.01(a) shall be deemed to be a grant by the Transferor to the Transferee of a security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in and to (i) all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (a) the Medallion Loans, (b) the Related Assets with respect to such Medallion Loans, including the Obligor Notes, related security agreements and all other Loan Documents, (c) all Collections with respect to such Medallion Loans, including all cash collections and other cash proceeds of Medallion Loans, as well as other proceeds of such Medallion Loans or (d) all monies from time to time on deposit in, and all securities, instruments and other investments purchased from time to time with monies on deposit in, any Lock-Box Account or the Collection Account (whether or not allocated to any sub-account thereof) and (ii) all cash and non-cash proceeds of any of the foregoing.

(d) In view of the intention of the parties hereto that the Purchases made hereunder shall constitute sales of such Medallion Loans rather than a loan secured by such Medallion Loans, the Transferor agrees to note on its financial statements that such Medallion Loans and Related Assets have been sold to the Transferee.

(e) In furtherance of each Purchase, the Transferor shall execute and deliver to the Transferee a fully executed Transfer Agreement in the form included herein as Exhibit A in which the Medallion Loans being transferred by the Transferor to the Transferee by such Purchase shall be identified.

SECTION 2.02. Purchases from the Transferor.

(a) The initial Purchase shall be made on the Closing Date, provided that a notice requesting such Purchase (such notice to be in substantially the form of Exhibit C hereto) is received by the Transferee on or before the date of such initial Purchase. Each subsequent Purchase shall be made on a Business Day following the receipt by the Transferee of a written notice from the Transferor (such notice to be in substantially the form of Exhibit C hereto), with a copy sent to the Administrative Agent, at least one (1) Business Day before such subsequent purchase date. The Transferee shall promptly, after the receipt of such notice, notify the Transferor whether the Transferee has determined to make such Purchase.

(b) The purchase price (the “Purchase Price”) for Medallion Loans (together with Related Assets) shall be the Outstanding Balance of such Medallion Loans on the Transfer

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Date (after giving effect to the scheduled payments due (whether or not received) on such Medallion Loans on or before the Transfer Date) plus accrued interest to but not including the Transfer Date, except that the Transferor may treat a portion of the Medallion Loans as a contribution to the capital of the Transferee in accordance with Section 2.02(d). No offset of any kind by the Transferee with respect to any Purchase shall be permitted against the Purchase Price.

(c) The Transferee shall pay the Purchase Price for Medallion Loans (together with Related Assets) sold by the Transferor under this Agreement after the Closing Date on the Transfer Date on which such Medallion Loans are purchased, such payment to be made in cash, subject to Section 2.02(d). On the date of each Purchase, the Transferee shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Transferor the Purchase Price in same day funds.

(d) Notwithstanding any provision herein to the contrary, if the Transferor and the Transferee so elect, on any such Transfer Date the Transferor may designate in writing pursuant to the Form of Purchase Notice attached hereto as Exhibit C, all or a portion of the Medallion Loans (but not a portion of any individual Medallion Loan) proposed to be transferred to the Transferee on such Transfer Date as a capital contribution to the Transferee. In such an event, the Purchase Price payable with respect to such Purchase shall be reduced by the aggregate amount of the Purchase Price that would be attributable to the contributed Medallion Loans if such Medallion Loans were sold, rather than contributed, to the Transferee hereunder; provided, however, that Medallion Loans contributed to the Transferee as capital shall otherwise constitute Medallion Loans for purposes of this Agreement. The Transferor and the Transferee hereby agree to note any such capital contribution on their respective financial statements.

SECTION 2.03. No Obligations or Taxes. The Transferor represents and warrants that (i) there will be no obligations of the Transferor under any Medallion Loans conveyed to the Transferee hereunder after the Closing Date remaining to be performed (and the exercise by the Transferee of any of its rights thereunder or hereunder shall not relieve the Transferor of such obligations if they do exist) and (ii) there will not be payable any taxes, including, without limitation, sales, excise and personal property taxes, in connection with any Medallion Loans conveyed to the Transferee hereunder after the Closing Date, except for income and similar taxes in connection with any Medallion Loans payable by the Transferor for periods on and prior to the Closing Date and payable by the Transferee for periods after the Closing Date.

SECTION 2.04. Collections.

(a) Any Collections of Medallion Loans received (or deemed to have been received) by the Transferor after the applicable Transfer Date shall not be commingled with other funds and shall be remitted directly to the Transferee by depositing such Collections in the Collection Account within one (1) Business Day of the Transferor’s receipt thereof.

(b) If, after the Transfer Date with respect to a Medallion Loan, the Transferee receives any amounts in respect of a scheduled payment due on or before the Transfer Date of such Medallion Loan, the Transferee shall remit such amounts to the Transferor within one (1) Business Day of the Transferee’s receipt thereof.

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ARTICLE III.

CONDITIONS OF PURCHASES

SECTION 3.01. Conditions Precedent to Initial Purchase. The initial Purchase hereunder is subject to the condition precedent that the Transferee shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee:

(a) a copy of the resolutions of the Board of Directors of the Transferor approving this Agreement and the other Operative Documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its secretary or assistant secretary;

(b) (i) a certificate of the secretary or assistant secretary of the Transferor certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other documents to be delivered by it hereunder (on which certificate the Transferee may conclusively rely until such time as the Transferee shall receive from the Transferor a revised certificate meeting the requirements of this subsection (b)), (ii) a copy of the certificate of incorporation of the Transferor and (iii) a copy of the Transferor’s by-laws;

(c) financing statements (Form UCC 1), in proper form for filing, naming Medallion Financial as the debtor/seller of the Financial Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Financial Medallion Loans;

(d) financing statements (Form UCC 1), in proper form for filing, naming Freshstart as the debtor/seller of the Freshstart Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Freshstart Medallion Loans;

(e) financing statements (Form UCC 1), in proper form for filing, naming Medallion Capital as the debtor/seller of the Capital Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Capital Medallion Loans;

(f) financing statements (Form UCC 1), in proper form for filing, naming the Transferor as the debtor/seller of the Medallion Loans and Related Assets and the Transferee as secured party/buyer/assignor and the Administrative Agent as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferee’s interests in the Medallion Loans and Related Assets;

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(g) receipt-stamped copies of proper financing statements (Form UCC 3), if any, necessary to release all security interests and other rights of any Person in any Medallion Loans and Related Assets previously granted by the Transferor, Medallion Financial, Freshstart or Medallion Capital;

(h) an opinion of Willkie Farr & Gallagher LLP, counsel to the Transferor, the Transferee, Medallion Financial, regarding the characterization of the Financial Medallion Loans sold by Medallion Financial to the Transferor pursuant to the Medallion Financial Loan Sale Agreement, the Freshstart Medallion Loans sold by Freshstart to The Transferor pursuant to the Freshstart Loan Sale Agreement, the Capital Medallion Loans sold by Medallion Capital to the Transferor pursuant to the Medallion Capital Loan Sale Agreement and the Medallion Loans sold or contributed by the Transferor to the Transferee hereunder as true sales or contributions of, and not loans secured by, the Financial Medallion Loans, the Freshstart Medallion Loans, the Capital Medallion Loans or the Medallion Loans, as applicable, and as to the substantive nonconsolidation of either the Transferor or Medallion Financial with the Transferee in a bankruptcy of the Transferor and/or the Transferee; and

(i) an opinion of Willkie Farr & Gallagher LLP, counsel to the Transferor, as to perfection, priority, certain corporate matters and such other matters as the Transferee may reasonably request.

SECTION 3.02. Conditions Precedent to All Purchases. Each Purchase (including the initial Purchase) from the Transferor by the Transferee shall be subject to the further conditions precedent that on the date of such Purchase, the following statements shall be true and the Transferor, by accepting the amount of such Purchase, shall be deemed to have certified that:

(a) the representations and warranties contained in Section 4.01 are correct on and as of such day as though made on and as of such date;

(b) no event has occurred and is continuing, or would result from such Purchase, which constitutes a Termination Event or would constitute a Termination Event but for the requirement that notice be given or time elapse or both;

(c) the Custodian shall have (i) received, in each case, with respect to each Medallion Loan that is not a Wet Loan, (a) each Obligor Note with respect to each Medallion Loan purchased by the Transferee, together with each other “instrument” (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan, duly endorsed in blank, (b) executed originals of each of the other Loan Documents related to the Medallion Loan included in such Purchase and (c) all Records related to such Medallion Loan and (ii) delivered to the Transferee a “Trust Receipt” (as defined in the Custodial Agreement) for each Medallion Loan; and

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(d) the Transferee shall have received, in each case, with respect to each Medallion Loan that is a Wet Loan, a “Wet Loan Schedule” (as defined in the Servicing Agreement) with respect to such Wet Loan.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Transferor. The Transferor represents and warrants as follows as of the Closing Date and the date of each Purchase:

(a) Eligibility. As of the date on which a Medallion Loan is sold hereunder, such Medallion Loan is an Eligible Medallion Loan.

(b) Existence; Qualification. The Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has full power and authority to own its properties and conduct its business as presently owned or conducted and to execute, deliver and perform its obligations under this Agreement and the other Operative Documents to which it is party. The Transferor is duly qualified to do business and is in good standing as a foreign corporation, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals could have a material adverse effect on the Transferor’s ability to perform its obligations under the Operative Documents to which it is a party.

(c) Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Transferor has the power, authority and legal right to make, deliver and perform this Agreement and each of the Operative Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of each of the Operative Documents to which it is a party. This Agreement and each of the Operative Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor, enforceable against the Transferor in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency (including, without limitation, any Taxi Commission) is required in connection with the execution, delivery or performance by the Transferor of any Operative Document to which it is a party, or the validity or enforceability of any Operative Document or Medallion Loans, other than such as have been met or obtained. The Transferor has not received any notice, nor does the Transferor have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.

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(d) No Breach. The execution, delivery and performance of this Agreement and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto will not (i) create any Adverse Claim on Medallion Loans and Related Assets other than as contemplated in this Agreement or (ii) violate any provision of any existing law or regulation or any order or decree of any court, regulatory body or administrative agency or the certificate of incorporation or by-laws of the Transferor or any mortgage, indenture, contract or other agreement to which the Transferor is a party or by which the Transferor or any property or assets of the Transferor may be bound.

(e) Litigation. No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Transferor, threatened against the Transferor or any properties of the Transferor or with respect to this Agreement which, if adversely determined, could have a material effect on the business, assets or financial condition of the Transferor or which would draw into question the validity of this Agreement, any Operative Document to which the Transferor is a party or any of the other applicable documents forming part of the Medallion Loans and Related Assets.

(f) No Adverse Selection. In selecting the Medallion Loans to be sold pursuant to this Agreement, no selection procedures were employed which are intended to be, or have the effect of being, adverse to the interests of the Transferee.

(g) Bulk Transfer. The sale of Medallion Loans by the Transferor to the Transferee pursuant to this Agreement is in the ordinary course of business for the Transferor and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(h) Adverse Orders. No injunction, writ, restraining order or other order of any nature adversely affects the Transferor’s performance of its obligations under this Agreement or any Operative Document to which the Transferor is a party.

(i) Chief Executive Office; Jurisdiction of Organization. The Transferor’s chief executive office (and the location of the Transferor’s records regarding the Medallion Loans) is located at 437 Madison Avenue, New York, New York 10022. On the Effective Date, the Transferor’s jurisdiction of organization is the State of New York.

(j) Legal Name. The Transferor’s legal name is as set forth in this Agreement; the Transferor has not changed its name since its formation; the Transferor does not have trade names, fictitious names, assumed names or “doing business as” names.

(k) Valid Interest. No transfer of any Medallion Loan or Related Asset by the Transferor to the Transferee constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason. The transfer of Medallion Loans and Related Assets by the Transferor to the Transferee under this Agreement constitutes a true and valid assignment and transfer for consideration of such Medallion Loans and Related Assets under applicable state law (and not merely a pledge of such Medallion Loans and Related Assets for security purposes), enforceable against the creditors of the Transferor, and any Medallion Loans and Related Assets so purchased will not constitute property of the Transferor.

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(l) Solvency. The Transferor is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Transferor is paying its debts as they become due; and the Transferor, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

(m) Consideration. The Transferor has received fair consideration and reasonably equivalent value in exchange for the sale of Medallion Loans by the Transferor hereunder.

(n) Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Transferee to make, or cause to be made, the grant of the security interest in the Medallion Loans and Related Assets contemplated by the Loan and Security Agreement.

(o) No Default. No Default or Event of Default has occurred and is continuing.

(p) Lock-Box Accounts. The Transferor has not established, and there do not currently exist for the benefit of the Transferor or any of the Transferor’s creditors, any lock-box accounts for the receipt of payments from Obligors in respect of Medallion Loans. All Obligors of Medallion Loans transferred by the Transferor to the Transferee hereunder have been, or upon transfer hereunder will be, instructed by invoice to make payments only to the Transferee or its order and such instructions are or will be in full force and effect at the time of transfer hereunder.

(q) Separate Corporate Existence. The Transferor is entering into the transactions contemplated by this Agreement in reliance on the Transferee’s identity as a separate legal entity from the Transferor and each of its Affiliates other than the Transferee, and acknowledges that the Transferee and the other parties to the Operative Documents to which the Transferee is a party are similarly entering into the transactions contemplated by such other Operative Documents in reliance on the Transferee’s identity as a separate legal entity from the Transferor and each such other Affiliate.

(r) Underwriting and Servicing. Each Medallion Loan was underwritten in accordance with the Underwriting Guidelines and is being serviced in conformity with the Transferor’s standard underwriting, credit, collection, operating and reporting procedures and systems and otherwise in accordance with Accepted Servicing Practices and the Credit and Collection Policy.

(s) Liens. The Transferor has not assigned, pledged or otherwise conveyed or encumbered any Medallion Loan or Related Assets to any other Person, and immediately prior to the sale of any Medallion Loan or Related Assets to the Transferee, the Transferor was the sole owner of such Medallion Loan and Related Assets and had good and marketable title thereto, free and clear of all Liens other than those created hereunder and in favor of the Transferee, except for Permitted Participation Interests and Liens to be released hereunder.

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(t) Operative Documents; Transferor Title. The Transferor has delivered to the Transferee true and correct copies of all material agreements between each Obligor, on the one hand, and the applicable Originator, and any assignee thereof, on the other hand. The Transferor is not in default of any of its obligations under any Operative Document in any material respect. At the time of transfer of each Medallion Loan by the Transferor to the Transferee, the Transferor shall be the lawful owner of, and have good title to, such Medallion Loan and Related Assets, free and clear of any Liens (except for Permitted Participation Interests and Liens created hereunder and under the Operative Documents). All such Medallion Loans and Related Assets are transferred to the Transferee without recourse to the Transferor except as described herein, which in any event shall not include any recourse to the Transferor on account of a credit default under a Medallion Loan. The Obligor is not in default of any of its obligations under any Medallion Document in any material respects.

(u) Taxes. The Transferor has filed or caused to be filed all federal, state and local tax returns which are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any taxes or assessments the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Transferor has set aside adequate reserves on its books in accordance with generally accepted accounting principles and which have not given rise to any Liens.

(v) Anti-Terrorism Laws. The Transferor is not, and no Person who owns a controlling interest in or otherwise controls the Transferor is or shall be (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or on any other similar list (collectively, the “Lists”) maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”) or (ii) a Person (a “Designated Person”) either (a) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (b) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). The Transferor is not (x) a Person or entity with which the Transferee is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law or (y) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders or (z) is affiliated or associated with a Person or entity listed in the preceding clause (x) or clause (y). None of the Transferor, its Affiliates, brokers or other agents acting in any capacity in connection with the transactions contemplated hereunder (I) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders or (II) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(w) No Violation of Anti-Money Laundering Laws. Neither the Transferor nor any holder of a direct or indirect interest in the Transferor (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering under 18 U.S.C. §§ 1956 and 1957, drug trafficking, terrorist-related activities or other money laundering predicate crimes, or any violation of the BSA, (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

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ARTICLE V.

GENERAL COVENANTS OF THE TRANSFEROR

SECTION 5.01. Affirmative Covenants of the Transferor. From the date hereof until the later of the Termination Date or the Collection Date, the Transferor will, unless the Transferee shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders with respect to its business and properties or Medallion Loans.

(b) Preservation of Corporate Existence. Observe all corporate procedures required by its charter and by-laws and preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals could have a material adverse effect on (i) the interests of the Transferee hereunder or in Medallion Loans, (ii) the collectibility of any Medallion Loan or (iii) the ability of the Transferor to perform its obligations hereunder or under any other Operative Document to which it is a party.

(c) Inspection of Books and Records. Grant the Transferee and independent accountants appointed by, or other agents of, either of the foregoing, the right, no more frequently than two (2) times during any period of twelve (12) consecutive months or at any time if a Termination Event, or an event that with the giving of notice, the lapse of time or both would constitute a Termination Event, has occurred and is continuing, upon reasonable prior written notice to the Transferor, to visit the Transferor, to discuss the affairs, finances and accounts of the Transferor with, and to be advised as to the same by, its officers, and to examine the books of account and records of the Transferor, and to make or be provided with copies and extracts therefrom, and, upon reasonable notice, to discuss the affairs, finances and accounts of the Transferor with, and to be advised as to the same by, the independent accountants of the Transferor (and by this provision the Transferor authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Transferor is present, it being understood that nothing contained in this Section 5.01(c) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals and to such reasonable extent during regular business hours as the Transferee (or designated representative thereof) or such accountants or agents appointed by any of the foregoing, as applicable, may desire.

(d) Keeping of Records and Books of Account. Keep proper books of record and account, which shall be maintained or caused to be maintained by the Transferor (by itself or through its agents) and shall be separate and apart from those of any Affiliate of the Transferor, in which full and correct entries shall be made of all financial transactions and the assets and business of the Transferor in accordance with generally accepted accounting principles consistently applied.

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(e) Location of Records. Keep its principal place of business and chief executive office, and the office where it keeps the books, records and documents regarding Medallion Loans and Related Assets, at the address of the Transferor referred to in Section 9.02 and listed upon Exhibit B or, upon thirty (30) days’ prior written notice to the Transferee, at any other location within the United States with respect to which all applicable action required by Section 6.04 shall have been taken and completed.

(f) Credit and Collection Policies. Comply in all material respects with the Credit and Collection Policy in regard to each Medallion Loan and Related Assets.

(g) Collections. Instruct all Obligors to cause all Collections to be forwarded to the Transferee or to its order and if the Transferor shall receive any Collections, the Transferor shall hold such Collections in trust and remit such Collections to the Transferee or to its order as soon as practicable, but in no event later than one (1) Business Day after receipt thereof.

(h) Segregation of Collections. Take all necessary actions to prevent the deposit of any funds other than Collections in respect of Medallion Loans into the account in which the Transferor holds any Collections it may receive.

(i) Affiliated Loan Sale Agreements. At its expense timely perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Medallion Financial Loan Sale Agreement, the Freshstart Loan Sale Agreement and the Medallion Capital Loan Sale Agreement (each, an “Affiliated Loan Sale Agreement” and collectively, the “Affiliated Loan Sale Agreements”) maintain the Affiliated Loan Sale Agreements in full force and effect, enforce the Affiliated Loan Sale Agreements in accordance with their terms, and make to any party to the Affiliated Loan Sale Agreements such reasonable demands and requests for information and reports or for action as the Transferor is entitled to make thereunder.

(j) Computer Services. Take such action as may be necessary and commercially reasonable (including, without limitation, obtaining any necessary consents from licensors or other Persons) to provide the Servicer and the Custodian with such licenses, sublicenses and/or assignments of contracts as the Servicer or the Custodian shall from time to time require with regard to all services and computer hardware or software that relate to the servicing of Medallion Loans or Related Assets.

(k) Separate Corporate Existence. Take all actions required and within its corporate power and consistent with all applicable rules and laws regarding governance to maintain the Transferee’s status as a separate legal entity, including, without limitation, (i) not holding the Transferee out to third parties as other than an entity with assets and liabilities distinct from the Transferor; (ii) not holding itself out to be responsible for the debts of the Transferee or, other than by reason of owning capital stock of the Transferee, if any, for any decisions or actions relating to the business and affairs of the Transferee; (iii) causing any financial statements consolidated with those of the Transferee to state that the Transferee is a

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separate corporate entity with its own separate creditors who, in any liquidation of the Transferee, will be entitled to be satisfied out of the Transferee’s assets prior to any value in the Transferee becoming available to the Transferee’s equity holders; (iv) taking such other actions as are necessary on its part to ensure that all corporate procedures required by its charter and the Transferee’s governing documents are duly and validly taken; (v) keeping, with respect to the Transferor, correct and complete records and books of account and corporate minutes; and (vi) not acting in any other matter that could foreseeably mislead others with respect to the Transferee’s separate identity.

(l) ERISA. The Transferor is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.

(m) Sharing of Payments. There is not now, nor will there be at any time in the future, any agreement or understanding between the Transferor and the Transferee (other than as expressly set forth in the Loan Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

SECTION 5.02. Reporting Requirements of the Transferor. From the date hereof until the later of the Termination Date or the Collection Date, the Transferor will, unless the Transferee shall otherwise consent in writing, furnish to the Transferee:

(a) Notice of Termination Events. Immediately upon the Transferor’s becoming aware of the occurrence of a Termination Event or an event which, with the giving of notice or lapse of time or both, would constitute a Termination Event, (i) the statement of the chief financial officer or chief accounting officer of the Transferor setting forth details of such event and the action which the Transferor proposes to take with respect thereto and (ii) as soon as possible and in any event within five (5) Business Days after the occurrence thereof, notice of any other event, development or information which is reasonably likely to materially adversely affect the condition (financial or otherwise), business, operations, property or prospects of the Transferor or the ability of the Transferor to perform its obligations under this Agreement or any other Operative Document to which it is a party.

(b) Affiliated Loan Sale Agreements. Promptly and in any event within one (1) Business Day after the Transferor’s receipt thereof, copies of all notices, requests, and other documents (excluding regular monthly reports) delivered or received by the Transferor under or in connection with any Affiliated Loan Sale Agreement.

(c) Other Information. Promptly, from time to time, such other information, documents, records or reports respecting Medallion Loans or the conditions or operations, financial or otherwise, of the Transferor (including, without limitation, reports and notices relating to the Transferor’s actions under, and compliance with, ERISA) as the Transferee may from time to time request in order to perform its obligations hereunder or under any other Operative Document to which it is a party or to protect the interests of the Transferee under or as contemplated by this Agreement and the other Operative Documents.

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SECTION 5.03. Negative Covenants of the Transferor. From the date hereof until the later of the Termination Date or the Collection Date, the Transferor will not without the written consent of the Transferee:

(a) No Liens. Other than Permitted Participation Interests or pursuant to a conveyance hereunder or as otherwise contemplated herein or any other Operative Document, sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any Medallion Loan or Related Asset, whether now existing or hereafter created, or any interest therein, and the Transferor shall defend the right, title and interest of the Transferee in and to Medallion Loans and Related Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under the Transferor.

(b) Extension or Amendment of Medallion Loans. Attempt to extend, amend or otherwise modify (or consent or fail to object to any such extension, amendment or modification by any Originator or the Servicer of) the terms of any Medallion Loan, or amend, modify or waive (or consent or fail to object to any such amendment, modification or waiver by any Originator or the Servicer) any payment term or condition of any invoice related thereto if the effect of such amendment, modification or waiver could reasonably be expected to impair the collectibility or delay the payment of any then existing Medallion Loan. The Transferor will not attempt to rescind or cancel, or permit the rescission or cancellation of, any Medallion Loan except as ordered by a court of competent jurisdiction or other Governmental Authority.

(c) Instructions to Obligors. The Transferor will not instruct any Obligor to remit Collections to any Person, address or account other than the Servicer or the Collection Account.

(d) Change in Corporate Name. (i) Make any change to its corporate name or principal place of business or use any trade names, fictitious names, assumed names or “doing business as” names unless, at least thirty (30) days prior to the effective date of any such name change or use or change in principal place of business, the Transferor delivers to the Transferee and the Custodian such financing statements (Forms UCC-1 and UCC-3) executed by the Transferor which the Transferee or the Custodian may reasonably request to reflect such name change or use, together with such other documents and instruments that the Transferee or the Custodian may reasonably request in connection therewith or (ii) change its jurisdiction of incorporation unless the Transferee and the Custodian shall have received from the Transferor (a) written notice of such change at least thirty (30) days prior to the effective date thereof and (b) prior to the effective date thereof, if the Transferee shall so request, an Opinion of Counsel, in form and substance reasonably satisfactory to the Transferee, as to such incorporation and the Transferor’s valid existence and good standing and as to the matters referred to in Section 4.01(g).

(e) Accounting of Purchases. Prepare any financial statements or other statements which shall account for the transactions contemplated hereby in any manner other than the sale and/or contribution, as set forth in Section 2.02 of this Agreement, of Medallion Loans by the Transferor to the Transferee.

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(f) Deposits to Lock Box Accounts. Deposit or otherwise credit, or cause to be so deposited or credited, or consent or fail to object to any such deposit or credit, to any account in which it holds Collections cash proceeds other than Collections of Medallion Loans.

(g) Affiliated Loan Sale Agreements. (i) Cancel or terminate any Affiliated Loan Sale Agreement or consent to or accept any cancellation or termination thereof, (ii) amend or otherwise modify any term or condition of any Affiliated Loan Sale Agreement or give any consent, waiver or approval thereunder, (iii) waive any default under or breach of any Affiliated Loan Sale Agreement or (iv) take any other action under any Affiliated Loan Sale Agreement not required by the terms thereof to the extent that it would impair the value of any Medallion Loan or Related Assets or the rights or interests of the Transferor thereunder.

(h) Change in State of Organization. The Transferor will not change its jurisdiction of organization from New York unless it shall have provided the Transferee thirty (30) days’ prior written notice of such change.

ARTICLE VI.

ADMINISTRATION AND COLLECTION

SECTION 6.01. Designation of the Servicer. Consistent with the Transferee’s ownership of Medallion Loans and Related Assets, the Transferor agrees that the Transferee shall have the sole right to service, administer and collect Medallion Loans, to assign such right and to delegate such right to any other Person to the extent permitted under the Loan and Security Agreement. The Transferor hereby acknowledges that the Transferee has appointed the Transferor to be the Servicer with respect to Medallion Loans under the Servicing Agreement, and the Transferor, in its capacity as Servicer, has accepted such appointment. The Transferor shall deliver all Records to the Custodian, with copies to the Servicer, as agent for the Transferee, and the Custodian shall hold all such Records in trust for the Transferee in accordance with its interests.

SECTION 6.02. Rights of the Transferee.

(a) At any time:

(i) the Transferee may notify any or all of the Obligors of Medallion Loans of the Transferee’s ownership interest in Medallion Loans and direct such Obligors, or any of them, that payment of all amounts payable under any Medallion Loans be made directly to the Servicer, the Collection Account or otherwise as the Transferee shall elect;

(ii) the Transferor shall, at the Servicer’s, the Transferee’s or the Custodian’s request and at the Transferor’s expense, give notice of the Transferee’s interest in Medallion Loans to each Obligor and direct that payments be made directly to the Servicer, the Collection Account or otherwise as the Transferee shall elect; and

(iii) the Transferor shall, at the Servicer’s, the Transferee’s or the Custodian’s request, assemble all Records which the Transferee reasonably believes are necessary or appropriate for the administration and enforcement of Medallion Loans, and shall make the same available to the Transferee at a place selected by the Transferee or its designee.

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(b) The Transferor hereby authorizes the Transferee and the Servicer at any time to take any and all steps in the Transferor’s name and on behalf of the Transferor necessary or desirable, in the determination of the Transferee and/or the Servicer, to collect all amounts due under any and all Medallion Loans, including, without limitation, endorsing the Transferor’s name on checks and other instruments representing Collections and enforcing such Medallion Loans.

SECTION 6.03. Responsibilities of the Transferor. Anything herein to the contrary notwithstanding, the Transferor represents that none of its obligations under the Loan Documents related to Medallion Loans remains unperformed and that in any event, the exercise by the Transferee of its rights hereunder shall not relieve the Transferor from such obligations if they do exist.

SECTION 6.04. Maintenance of Perfection.

(a) The Transferor agrees to take all actions, including conducting lien searches and filing UCC continuation statements, necessary or desirable to ensure that the Liens arising pursuant to the Loan Documents and securing repayment of any Obligor’s indebtedness evidenced by an Obligor Note, at the time of conveyance of the related Medallion Loan to the Transferee hereunder, will be perfected (with the first level of priority) security interests (except as otherwise approved by Transferee) in all applicable jurisdictions. To the extent that any Obligor Note with respect to a Medallion Loan or any other “instrument” (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan comes into the possession of the Transferor, the Transferor agrees that it will promptly deliver such item to the Custodian, duly endorsed in favor of the Transferee or in blank at the Transferee’s direction on or before the applicable Purchase hereunder.

(b) The Transferor agrees from time to time, at the Transferor’s expense, promptly to execute and deliver, or cause to be executed and delivered, all further instruments and documents, and take all further action (including the making, or causing to be made, of notations on the records of the Transferor or the Servicer) necessary or desirable or that the Transferee, the Servicer, the Administrative Agent or the Custodian may reasonably request in order to perfect, maintain perfected, protect or more fully evidence any Purchase by the Transferee hereunder, or to enable the Transferee, the Custodian or the Administrative Agent to exercise or enforce any of their respective rights hereunder or under any other Operative Document.

(c) To the fullest extent permitted by applicable law, the Transferor hereby grants to the Servicer, the Custodian and the Transferee, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to sign and file in the name of the Transferor, or in its own name, such financing statements and continuation statements and amendments thereto or assignments thereof as the Transferee deems necessary to protect or perfect the Transferee’s rights in Medallion Loans.

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(d) Without limiting the generality of the foregoing, the Transferor will upon the request of the Servicer, the Custodian or the Transferee: (i) execute and file, or cause the applicable Originator to execute and file, such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Servicer, the Custodian or the Transferee may request and (ii) mark, or seek to cause the applicable Originator to mark, its master data processing records evidencing such Medallion Loans and related Loan Documents, as the Servicer, the Custodian or the Transferee may request. The Transferor, for itself and on behalf of the Originators, hereby authorizes the Servicer, the Custodian or the Transferee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any Medallion Loans and Related Assets now existing or hereafter arising without the signature of the Transferor or any Originator, as applicable, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any of the Affiliated Loan Sale Agreements, as applicable, or of any financing statement covering Medallion Loans, Financial Medallion Loans, Freshstart Medallion Loans or Capital Medallion Loans or any part thereof, shall be sufficient as a financing statement.

(e) If the Transferor fails to perform any of its agreements or obligations under this Agreement, the Transferee, the Custodian or the Servicer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Transferee, the Custodian or the Servicer incurred in connection therewith shall be payable by the Transferor upon the Transferee’s, the Custodian’s or the Servicer’s demand therefore.

(f) At the expense of the Transferor, the Transferee shall take, in respect of any Ineligible Medallion Loan reacquired by the Transferor pursuant to Section 8.02 hereof, all such actions reasonably requested by the Transferor that are otherwise to be performed by the Transferor pursuant to Section 6.04(a) through (d).

ARTICLE VII.

TERMINATION EVENTS

SECTION 7.01. Termination Events. If any of the following events (each, a “Termination Event”) shall occur:

(a) The Transferor shall fail to make any payment, transfer or deposit to be made by it hereunder when due; or

(b) Any representation or warranty made or deemed to be made by the Transferor (or any of its officers) under or in connection with this Agreement or other information or certificate delivered pursuant to this Agreement or any other Operative Document shall prove to have been false or incorrect in any material respect when made or deemed to have been made, provided that such breach shall not give rise to a Termination Event if the affected Medallion Loans are retransferred by the Transferor or the Servicer pursuant to Section 8.02 of this Agreement or if it does not have a Material Adverse Effect; or

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(c) The Transferor shall fail to perform or duly observe any other material term, covenant or agreement contained in this Agreement or any other Operative Document to which it is a party, which failure continues unremedied for fifteen (15) Business Days after the earlier of (i) the date on which the Transferor knew or should have known of such failure and (ii) the date on which written notice of such failure shall have been given to the Transferor; or

(d) Any Purchase by the Transferee shall for any reason cease to create a valid sale, transfer and assignment of all of the Transferor’s right, title and interest in and to such Medallion Loans and Related Assets, or cease to create a valid and perfected first priority “security interest” (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in Medallion Loans purchased hereunder) in each Medallion Loan and Related Assets with respect thereto; provided, however, if any such failure relates to a Medallion Loan which is retransferred to the Transferor pursuant to Section 8.02 hereof, then such failure shall not give rise to a Termination Event under this subsection (d); or

(e) The Transferor shall have suffered any material adverse change to its financial condition or operations which could be reasonably expected to materially adversely affect the collectibility of the Medallion Loans or the ability of the Transferor to conduct its business or perform its obligations hereunder; or

(f) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Transferor or any of its Affiliates and such lien shall not have been released within five (5) Business Days or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Transferor or any of its Affiliates and such lien shall not have been released within five (5) Business Days; or

(g) The Transferor’s activities shall have been terminated in whole or in part for any reason by (i) any Taxi Commission or any regulatory body and such termination has a Material Adverse Effect or (ii) the New York City Taxi Commission;

then, and in any such event, the Transferee may immediately, by notice to the Transferor, declare the Termination Date to have occurred. Upon any such declaration, the Transferee shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of all applicable jurisdictions and other applicable laws, which rights shall be cumulative.

ARTICLE VIII.

INDEMNIFICATION

SECTION 8.01. Indemnities by the Transferor. Without limiting any other rights which the Transferee or any Secured Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Transferee and, from and after the time of any pledge or assignment hereof by the Transferee to the Administrative Agent for the benefit of the Secured Parties under the Loan and Security Agreement, each Secured Party (each, an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing

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being collectively referred to as “Indemnified Amounts”) awarded against or incurred by an Indemnified Party arising out of or as a result of the following, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith, willful misconduct (including breach of covenant or representation) or the reckless disregard of its own duties on the part of the Transferee or any Secured Party, as the case may be, or (b) recourse for uncollectible Medallion Loans:

(i) reliance on any representation or warranty made or deemed made by the Transferor or any of its Affiliates (or any of their respective officers) under or in connection with this Agreement or any other Operative Document or any other information or report delivered by the Transferor pursuant this Agreement or any other Operative Document (including, without limitation, any representation with respect to a Loan’s classification by the Transferor as an Eligible Medallion Loan), which shall have been false or incorrect in any material respect when made or deemed made or delivered;

(ii) the failure by the Transferor to comply with any term, provision or covenant contained in this Agreement, or with any applicable law, rule or regulation (including tax laws, rules or regulations) with respect to any Medallion Loan or the related Loan Documents or any Affiliated Loan Sale Agreement with which compliance is required of the Transferor, or the nonconformity of any Medallion Loan or the related Loan Documents or any Affiliated Loan Sale Agreement with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Transferee or to transfer to the Transferee, legal and equitable title to and ownership of, or security interest in, any Medallion Loans together with all Related Assets, free and clear of any Lien (except for Permitted Participation Interests and as permitted hereunder) whether existing at the time of any Purchase or at any time thereafter;

(iv) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of all applicable jurisdictions or other applicable laws or the failure to make other filings with respect to any Medallion Loans, whether at the time of any Purchase or at any subsequent time, but in all events as may be required of the Transferor hereunder;

(v) the failure of the Transferor or any of its agents and representatives to remit to the Servicer or the Collection Account Collections of Medallion Loans remitted to the Transferor or such agent or representative;

(vi) the failure by the Transferor to be duly qualified to do business, to be in good standing or to have filed appropriate fictitious or assumed name registration documents in any jurisdiction, where such qualification may be required by applicable law; and

(vii) the commingling by the Transferor of Collections of Medallion Loans at any time with other funds.

An Indemnified Party shall promptly notify the Transferor of any claim as to which it seeks indemnification. If any suit, action, claim or proceeding which might result in indemnification under this Section 8.01 is brought against an Indemnified Party, the Indemnified Party shall, if a

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claim in respect thereof is to be made against the Transferor hereunder, notify the Transferor in writing of the commencement thereof. The Transferor may participate in and assume the defense of any such suit, action, claim, proceeding or investigation at its expense, and no settlement thereof shall be made without the approval of the Transferor and the Indemnified Party. The approval of the Transferor and the Indemnified Party will not be unreasonably withheld or delayed; provided, however, that (i) the Transferor shall agree that any judgment, settlement or other amounts payable as a result of such suit, action, claim, or proceeding shall be subject to indemnification by the Transferor pursuant to this Section 8.01; (ii) the Transferor must keep the Indemnified Party apprised of the progress of any such suit, action, claim or proceeding; and (iii) if the Indemnified Party reasonably believes that its failure to participate will adversely affect its interests or that there is a conflict of interest which makes it inadvisable for the Transferor’s attorney to represent such party, it shall notify the Transferor of such conclusion in writing and may, at its election, participate in such suit, action, claim or proceeding (the legal fees incurred by the Indemnified Party as a result of such participation to be reimbursed by the Transferor). Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor to the Indemnified Party within two (2) Business Days following the Indemnified Party’s demand.

The agreement contained in this Section 8.01 shall survive the collection of all Medallion Loans, the termination of this Agreement and the payment of all amounts otherwise payable hereunder.

SECTION 8.02. Retransfer of Medallion Loans. The following rights are in addition to and not in limitation of any other rights or remedies that the Transferee may have hereunder.

(a) If, with respect to any Medallion Loan, such Medallion Loan did not constitute an Eligible Medallion Loan on the date of transfer to the Transferee hereunder (such Medallion Loan being referred to as an “Ineligible Medallion Loan”), and thus, the Transferor shall have breached the representation and warranty contained in Section 4.01(a), then the Transferor shall, on the next succeeding Weekly Settlement Date, upon the Transferee’s demand, accept a retransfer of such Ineligible Medallion Loan for the retransfer price specified in subsection (b) of this Section 8.02.

(b) In the case of a retransfer by the Transferee to the Transferor of a Medallion Loan pursuant to this Section 8.02, the Transferor shall, on the Weekly Settlement Date coinciding with such retransfer, pay to the Transferee an amount equal to the Outstanding Balance of such Medallion Loan as of such Weekly Settlement Date plus accrued but unpaid interest thereon. The proceeds of any such retransfer or purchase shall be deemed to be Collections of such Medallion Loan received by the Transferor. Any such retransfer shall be made without recourse or warranty, express or implied.

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ARTICLE IX.

MISCELLANEOUS

SECTION 9.01. Amendments and Waivers. Notwithstanding anything to the contrary in the Agreement, no term or condition of this Agreement shall be amended, modified, waived or terminated without the prior written consent of the Transferee, the Transferor and the Administrative Agent.

SECTION 9.02. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and mailed, transmitted or delivered, as to each party hereto, at its address set forth under its name below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective upon receipt, or in the case of delivery by mail, three (3) Business Days after being deposited in the mails, postage prepaid, or in the case of notice by facsimile copy, when verbal confirmation of receipt is obtained, in each case addressed as aforesaid.

The Transferee:

Taxi Medallion Loan Trust II

c/o Medallion Financial Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Facsimile No.: (212) 328-2121

Telephone No.: (212) 328-2100

The Transferor:

Medallion Funding Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Facsimile No.: (212) 328-2121

Telephone No.: (212) 328-2100

The Servicer:

Medallion Funding Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Facsimile No.: (212) 328-2121

Telephone No.: (212) 328-2100

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The Custodian:

Wells Fargo Bank, National Association

Sixth and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services/Asset-Backed Administration

Facsimile No.: (612) 667-3539

Telephone No.: (612) 667-8058

The Administrative Agent:

Citicorp North America, Inc.

Global Securitized Markets

Citigroup Global Markets Inc.

388 Greenwich Street, 19^th Floor

New York, NY 10013

Attention: Kim Conyngham

Facsimile No.: (212) 816-0270

Telephone No.: (212) 816-0456

SECTION 9.03. No Waiver; Remedies. No failure on the part of the Transferee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04. Binding Effect; Assignability; Survival.

(a) This Agreement shall be binding upon the Transferor, the Transferee and their respective successors and permitted assigns and shall inure to the benefit of the Transferor, the Transferee, and their respective successors and permitted assigns. Except as provided in Section 9.04(b), neither the Transferor nor the Transferee may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the other party hereto and of the Administrative Agent. The Transferor further agrees to send to the Custodian copies of all notices and reports required to be delivered to the Transferee hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Collection Date; provided, however, that the indemnification and payment provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination or assignment of this Agreement.

(b) The Transferor acknowledges that the Transferee will assign to the Administrative Agent for the benefit of the Secured Parties (pursuant to the Loan and Security Agreement) all of its rights, remedies, powers and privileges hereunder (including, without limitation, Section 8.01 hereof). The Transferor agrees that the Administrative Agent, as the

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assignee of the Transferee, shall, subject to the terms of the Loan and Security Agreement and the other Operative Documents, have the right to enforce this Agreement and to exercise directly all of the Transferee’s rights and remedies under this Agreement, and the Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies.

SECTION 9.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this 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 or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

SECTION 9.06. Costs, Expenses and Taxes.

(a) Each party hereto agrees to pay its own (i) costs and expenses in connection with the preparation, execution, delivery and administration (including periodic auditing by the Transferee or its agents or representatives) of this Agreement, the Loan and Security Agreement and the other Operative Documents, including, without limitation, the reasonable fees and reasonable out of pocket expenses of counsel, and (ii) all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other Operative Documents.

(b) The Transferor shall pay any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Medallion Loans or the other agreements and documents to be delivered hereunder; provided, however, that the Transferor shall not be responsible for any such payments for which (i) Medallion Financial is responsible under the Medallion Financial Loan Sale Agreement, (ii) Freshstart is responsible under the Freshstart Loan Sale Agreement and (iii) Medallion Capital is responsible under the Medallion Capital Loan Sale Agreement.

SECTION 9.07. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF THE PARTIES HERETO HEREBY 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 EXTENT PERMITTED BY LAW, IN SUCH FEDERAL

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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. WITH RESPECT TO THE FOREGOING CONSENT TO JURISDICTION, EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

(c) Consent to Service of Process. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PERSON AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID.

(d) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

NOTHING IN THIS SECTION 9.07 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY PARTY HERETO TO BRING ANY ACTION OR PROCEEDING AGAINST ANY PARTY HERETO OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

SECTION 9.08. No Proceedings. The Transferor hereby agrees that it will not institute any proceeding of the type referred to in clause (ii) of the definition of Insolvency Event against the Transferee so long as any indebtedness issued by the Transferee shall be outstanding or there shall not have elapsed one (1) year plus one (1) day after the last day on which any such indebtedness of the Transferee shall have been outstanding.

SECTION 9.09. Further Assurances. The Transferor agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments and documents required or reasonably requested by the Transferee to more fully effect the purposes of this Agreement, including, without limitation, the execution of any appropriate financing statements or continuation statements relating to Medallion Loans for filing under the provisions of the UCC of any applicable jurisdiction.

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SECTION 9.10. Counterparts. This 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 9.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement 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 Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 9.12. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

TRANSFEROR:
MEDALLION FUNDING CORP.
By:	/s/ Michael J. Kowalsky
Name:	Michael J. Kowalsky
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Chief Executive Officer
TRANSFEREE:
TAXI MEDALLION LOAN TRUST II
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Vice President

MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

EX-10.5

Exhibit 10.5

EXECUTION COPY

TAXI MEDALLION LOAN TRUST II

AMENDED AND RESTATED

TRUST AGREEMENT

By and between

MEDALLION FUNDING CORP.,

as Depositor

and

U.S. BANK TRUST, N.A.,

as Owner Trustee and in its individual capacity

but only to the limited extent expressly set forth herein

Dated December 19, 2006

TABLE OF CONTENTS

ARTICLE I.
DEFINITIONS		1
1.01.	CAPITALIZED TERMS	1
ARTICLE II.
ORGANIZATION		5
2.01.	NAME	5
2.02.	OFFICE	5
2.03.	PURPOSES AND POWERS.	5
2.04.	MANAGEMENT.	8
2.05.	APPOINTMENT OF THE OWNER TRUSTEE	13
2.06.	DECLARATION OF TRUST	13
2.07.	LIABILITIES OF OWNERS OF THE TRUST	13
2.08.	SITUS OF TRUST	13
2.09.	CONTRIBUTIONS BY OWNERS	14
ARTICLE III.
TAX STATUS OR CAPITAL ACCOUNTS AND ALLOCATIONS		14
3.01.	TAX STATUS	14
3.02.	CAPITAL ACCOUNTS	14
3.03.	ALLOCATION OF NET PROFITS AND NET LOSS	15
3.04.	MINIMUM GAIN	15
3.05.	PARTNER NONRECOURSE DEDUCTIONS	16
3.06.	NONRECOURSE DEDUCTIONS	16
3.07.	LOSS ALLOCATION LIMITATION	16
3.08.	FEDERAL TAXABLE INCOME AND LOSS.	16
3.09.	QUALIFIED INCOME OFFSET	17
3.10.	CURATIVE ALLOCATION	17
3.11.	CHANGE OF TRUST INTEREST	17
ARTICLE IV.
T`RUST CERTIFICATES AND TRANSFER OF OWNERSHIP INTERESTS		18
4.01.	INITIAL ISSUANCE OF TRUST CERTIFICATES	18
4.02.	REGISTRATION AND TRANSFER OF TRUST CERTIFICATES.	18
4.03.	LIMITATIONS ON TRANSFER OF TRUST CERTIFICATES.	19
4.04.	LOST, STOLEN, MUTILATED OR DESTROYED TRUST CERTIFICATES	20
4.05.	PLEDGE OF RIGHTS TO DISTRIBUTIONS	20
4.06.	SECTION 754 ELECTION	20

ARTICLE V.
ACTIONS OF THE OWNER TRUSTEE SUBJECT TO POWER OF THE OWNERS		21
5.01.	ACTION UPON INSTRUCTIONS.	21
5.02.	ACTION BY OWNERS WITH RESPECT TO CERTAIN MATTERS	23
5.03.	MAJORITY CONSENT	23
5.04.	TAX MATTERS PARTNER	23
5.05.	BOOKS AND RECORDS; FINANCIAL REPORTS	24
ARTICLE VI.
INVESTMENT AND APPLICATION OF TRUST FUNDS		25
6.01.	INVESTMENT OF TRUST FUNDS	25
6.02.	DISTRIBUTIONS.	25
6.03.	STATEMENTS.	26
6.04.	METHOD OF PAYMENT	27
6.05.	NO SEGREGATION OF MONEYS; NO INTEREST	27
6.06.	DISTRIBUTIONS UPON TERMINATION OF TRUST	27
ARTICLE VII.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEPOSITOR		28
7.01.	TITLE TO TRUST PROPERTY.	28
7.02.	BINDING EFFECT	28
7.03.	TRUST CERTIFICATES	28
7.04.	INVESTMENT COMPANY	28
7.05.	BANKRUPTCY ACTION	28
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES OF THE BANK		29
8.01.	GOOD STANDING	29
8.02.	BINDING EFFECT	29
8.03.	CONSENTS AND APPROVALS	29
ARTICLE IX.
AUTHORITY AND DUTIES OF OWNER TRUSTEE		29
9.01.	GENERAL AUTHORITY.	29
9.02.	GENERAL DUTIES	30
9.03.	NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN INSTRUCTIONS	30
9.04.	NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS	30
ARTICLE X.
CONCERNING THE OWNER TRUSTEE		30
10.01.	ACCEPTANCE OF TRUSTS AND DUTIES	30
10.02.	RELIANCE	31
10.03.	AGENTS; ADVICE OF COUNSEL	32
10.04.	DOING BUSINESS	32

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10.05.	NOT ACTING IN INDIVIDUAL CAPACITY	32
10.06.	U.S. PATRIOT ACT	32
ARTICLE XI.
COMPENSATION OF OWNER TRUSTEE		33
11.01.	OWNER TRUSTEE’S FEES AND EXPENSES	33
11.02.	INDEMNIFICATION.	33
11.03.	PAYMENTS TO THE OWNER TRUSTEE OR THE BANK	33
ARTICLE XII.
TERMINATION OF TRUST AGREEMENT		34
12.01.	TRUST TERMINATION.	34
ARTICLE XIII.
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL TRUSTEES		34
13.01.	RESIGNATION OF OWNER TRUSTEE; APPOINTMENT OF SUCCESSOR.	34
13.02.	APPOINTMENT OF ADDITIONAL TRUSTEES.	35
ARTICLE XIV.
MISCELLANEOUS		37
14.01.	SUPPLEMENTS AND AMENDMENTS	37
14.02.	NO LEGAL TITLE TO TRUST PROPERTY IN OWNERS	37
14.03.	LIMITATIONS ON RIGHTS OF OTHERS	37
14.04.	NOTICES	37
14.05.	SEVERABILITY	38
14.06.	SEPARATE COUNTERPARTS	38
14.07.	SUCCESSORS AND ASSIGNS	39
14.08.	HEADINGS	39
14.09.	GOVERNING LAW	39
14.10.	COMPLETE AGREEMENT	39
14.11.	NO PETITION	39
14.12.	CONSENT TO JURISDICTION/SERVICE OF PROCESS	40

Exhibits
Exhibit A:	Form of Trust Certificate	A-1
Exhibit B:	Bylaws of the Trust	B-1
Exhibit C	Fee Schedule	C-1

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AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 19, 2006 (the “Trust Agreement”), by and between MEDALLION FUNDING CORP., a New York corporation (“Medallion Funding” or the “Depositor”) and U.S. BANK TRUST, N.A., a national banking association, in its individual capacity but only to the limited extent expressly set forth herein and as Owner Trustee of the trust known as TAXI MEDALLION LOAN TRUST II continued pursuant to Article II hereof (the “Trust”).

WHEREAS, the Depositor and the Owner Trustee entered into that certain trust agreement (the “Original Trust Agreement”) dated as of November 16, 2006 and a certificate of trust was filed with the Office of the Secretary of State of the State of Delaware for purposes of forming the Trust as a statutory trust under the Act;

WHEREAS, the Depositor and the Owner Trustee desire to amend and restate in its entirety the Original Trust Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.01. Capitalized Terms. For all purposes of this Agreement, the following terms shall have the meanings set forth below:

“Act” means the Delaware Statutory Trust Act, 12 Del. C. §3801, et seq.

“Administrative Agent” means Citicorp North America, Inc. in its capacity as “administrative agent” under the Loan and Security Agreement and its successors and assigns.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person and includes each officer, director or general partner of such Person, and each Person who is the beneficial owner of more than 10% of any class of voting stock or beneficial interests of such Person. For the purposes of this definition, “control” means the power to direct or cause the direction of management and policies of such Person, whether through ownership of voting securities or otherwise.

“Agreement” or “Trust Agreement” means this Amended and Restated Trust Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Bank” means U.S. Bank Trust, N.A., a national banking association, in its individual capacity and not as Owner Trustee.

“Bankruptcy Action” means:

(i) Taking any action that might cause the Trust to become insolvent;

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(ii) Commencing any case, proceeding or other action on behalf of the Trust under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors;

(iii) Instituting proceedings to have the Trust adjudicated a bankrupt or insolvent;

(iv) Consenting to, or acquiescing in, the institution of bankruptcy or insolvency proceedings against the Trust;

(v) Filing a petition or consenting to a petition seeking reorganization, arrangement, adjustment, or other relief on behalf of the Trust of its debts under federal or state law relating to bankruptcy;

(vi) Seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Trust or a substantial portion of its property;

(vii) Making any assignment for the benefit of the Trust’s creditors; or

(viii) Taking any action or causing the Trust to take any action in furtherance of any of the foregoing.

“Basic Documents” means the Medallion Loan Sale and Contribution Agreement, dated as of the date hereof, between Medallion Funding and the Trust (the “Loan Sale and Contribution Agreement”); the Loan and Security Agreement, dated as of the date hereof, among the Trust, the lenders from time to time party thereto (collectively, the “Lenders”), the managing agents from time to time party thereto, and the Administrative Agent (the “Loan and Security Agreement”); the Servicing Agreement, dated as of the date hereof, among the Trust, Medallion Funding and the Administrative Agent; the Custodial Agreement, dated as of the date hereof, by and among Wells Fargo Bank Minnesota, National Association, the Trust, Medallion Funding and the Administrative Agent (the “Custodial Agreement”); the Deposit Account Control Agreement, dated as of the date hereof, by and among the Trust, Citicorp North America, Inc., as administrative agent, Medallion Funding and Citibank, N.A.; the Fee Letter dated as of the date hereof between the Administrative Agent and the Trust; the Shared Services Agreement, dated as of the date hereof, between Medallion Funding and the Trust; the Services and Indemnity Agreement, dated as of the date hereof, among the Trust, Medallion Financial Corp., Global Securitization Services, LLC, and Jill A. Gordon and Timothy O’Connor, as independent managers of the Trust; any bill of sale or other instrument of conveyance of assets in which the Lenders have released all of their right, title and interest in accordance with the terms of the Loan and Security Agreement; and any other “Loan Documents” as defined in the Loan and Security Agreement.

“Board of Managers” has the meaning ascribed in Section 2.04 hereof.

2

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in the State of Delaware or New York are authorized or obligated by law to be closed.

“Capital Account” of an Owner has the meaning ascribed in Section 3.02 hereof.

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, any successor statute thereto, and applicable final or temporary Department of the Treasury regulations issued pursuant thereto.

“Delaware Code” means the Delaware Code, as amended from time to time.

“Designated Investments” means direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that such obligations are backed by the full faith and credit of the United States.

“Distribution Date” means (i) the 16^th Business Day of each month; or (ii) such other Business Day as the Treasurer is directed by the Board of Managers to make a distribution to the Owners.

“Distribution Date Statement” has the meaning ascribed in Section 6.03 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute.

“Fiscal Year” means the taxable year of the Trust for federal income tax purposes, which shall be each period commencing on January 1 and ending on December 31, unless the Trust is required to adopt a different taxable year.

“Gross Income” and “Gross Deduction” mean with respect to a Fiscal Year, items of Trust gross income and gain or gross deduction and loss, respectively, for such Fiscal Year for federal income tax purposes determined subject to the adjustments (1), (2) and (3) described in the definition herein of “Net Profits” and “Net Loss.”

“Indemnified Party” has the meaning ascribed in Section 11.02 hereof.

“Loan” means the loan made by the Lenders to the Trust pursuant to the Loan and Security Agreement.

“Manager” means a member of the Board of Managers.

“Net Profits” and “Net Loss” mean, respectively, for each Fiscal Year, an amount equal to the Trust’s taxable income or loss, respectively, for federal income tax purposes for such Fiscal Year (determined without inclusion of Gross Income or Gross Deductions specially allocated pursuant to Sections 3.04, 3.05, 3.06, 3.08 and 3.09 hereof), determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required

3

to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (1) any income of the Trust that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Loss pursuant hereto shall be included in income; (2) any expenditures of the Trust described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net Loss pursuant hereto, shall be deducted from income; and (3) income, gain, loss and deduction of the Trust shall be computed (i) as if the Trust had purchased any property contributed by an Owner to the Trust on the date of such contribution at a price equal to its fair market value at that date, and (ii) as if the Trust had sold any property distributed to an Owner on the date of such distribution at a price equal to its fair market value on such date.

“Original Trust Agreement” shall have the meaning set forth in the Recitals hereto.

“Owner” means the owner of a Trust Certificate.

“Owner Trustee” means U.S. Bank Trust, N.A., a national banking association, not in its individual capacity but solely as owner trustee under this Agreement, and any successor owner trustee hereunder.

“Ownership Interest” means the beneficial interest in the Trust held by an Owner and represented by such Owner’s Trust Certificate.

“Ownership Percentage” means for any Owner, the Ownership Interest in the Trust held by such Owner, expressed as a percentage of the aggregate Ownership Interest of all Owners.

“Partner Nonrecourse Debt” means a nonrecourse liability of the Trust with respect to which an Owner bears the economic risk of loss, as determined in accordance with Treasury Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” means any deductions described in Treasury Regulations Section 1.704-2(i)(2) and (j)(1)(i) that are attributable to Partner Nonrecourse Debt.

“Person” means any individual, sole proprietorship, partnership, limited liability company, limited partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

“Service” means the Internal Revenue Service.

“Tax Matters Partner” means the Owner designated as such by the Owners pursuant to Section 5.04 hereof.

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“Transfer” means the sale, transfer or assignment of an Owner’s right, title and interest in all or any portion of its Ownership Percentage in the Trust; “Transferee,” “Transferor,” and “Transferred” have meanings correlative thereto.

“Treasury Regulations” means the regulations (including any temporary regulations) issued under the Code by the Department of the Treasury, as they may be amended from time to time, or any applicable successor regulations. Any reference herein to any particular section of the Treasury Regulations shall be deemed to refer to the corresponding provision of any applicable successor regulations.

“Trust” shall have the meaning set forth in the introductory paragraph to this Agreement.

“Trust Certificate” means a certificate evidencing the Ownership Interest of an Owner substantially in the form of Exhibit A hereto.

“Trust Property” means all right, title and interest of the Trust in and to (i) the Medallion Loans and Related Assets (as defined in the Loan Sale and Contribution Agreement); (ii) any other property contributed to the Trust by or upon the order of the Depositor or the Owners from time to time; (iii) any property acquired by the Trust at the direction of the Board of Managers; (iv) funds borrowed under the Loan and Security Agreement within the Basic Documents; and (v) all distributions, payments or proceeds thereon or therefrom, but does not include any property that has been sold by the Trust both for Federal income tax purposes and under generally accepted accounting principles.

ARTICLE II.

ORGANIZATION

2.01. Name. The Trust continued hereby shall be known as “Taxi Medallion Loan Trust II” in which name the Owner Trustee or any manager or officer of the Trust may enter into contracts and other documents and conduct the activities contemplated hereby.

2.02. Office. The office of the Trust shall be in care of the Owner Trustee, addressed to U.S. Bank Trust, N.A., 300 Delaware Ave., 9^th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust Administration, or at such other address within or without the State of Delaware as the Owner Trustee may designate by written notice to the Owners.

2.03. Purposes and Powers.

(a) The purpose of the Trust is to engage solely in the following activities, subject to any limitations contained in the Basic Documents:

(i) to receive, acquire, own, hold, administer, service and enter into agreements for the servicing of, finance, manage, sell, assign, pledge, collect amounts due on, lease, operate and otherwise deal with the Trust Property;

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(ii) to authorize, offer, sell, transfer or deliver, or participate in the authorization, offering, issuance, sale, transfer or delivery of Trust Certificates evidencing or secured by interests in the Trust Property;

(iii) to borrow money from one or more lenders and to pledge, assign or otherwise convey as collateral and security therefore all or any part of the Trust Property, including without limitation the borrowing and pledging contemplated under the Loan and Security Agreement and the Custodial Agreement within the Basic Documents.

(iv) to negotiate, authorize, execute, deliver and perform, or accept by assignment, any agreement or instrument or document relating to the activities set forth in paragraphs (i), (ii) and (iii) above, including, but not limited to, the Basic Documents, and any trust agreement, sale and servicing agreement, pooling and servicing agreement, indenture, reimbursement agreement, credit support agreement, purchase agreement, indemnification agreement, placement agreement, certificate purchase agreement or underwriting agreement and related agreements, documents and certificates (including uniform commercial code financing statements); and

(v) to do such other things and carry on any other activities which the Board of Managers determines to be necessary, convenient or incidental to any of the foregoing purposes, and have and exercise all of the power and rights conferred upon statutory trusts formed pursuant to the Act in furtherance of the foregoing.

(b) Notwithstanding any provision of this Agreement, the Trust shall be subject to the following restrictions:

(i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur, create or assume any indebtedness;

(ii) the Trust shall not engage in any dissolution, liquidation, consolidation, merger or other than as contemplated by the Basic Documents and related documentation, sale of assets;

(iii) the Trust shall not engage in any business activity not permitted hereunder or in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation; and

(iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation.

(c) In furtherance of the foregoing limitations, the Trust shall:

(i) maintain the Trust’s books and records separate from any other person or entity;

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(ii) maintain the Trust’s bank accounts separate from any other person or entity;

(iii) not commingle the Trust’s assets with those of any other person or entity and maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or identify such assets and liabilities from those of any other person or entity;

(iv) conduct the Trust’s affairs in the name of the Trust;

(v) other than as contemplated by the Basic Documents and related documentation, pay the Trust’s liabilities and expenses only out of the Trust’s funds;

(vi) observe all formalities required under the Act;

(vii) enter into transactions with Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate;

(viii) not guarantee or become obligated for the debts of any other entity or person;

(ix) not hold out the Trust’s credit as being available to satisfy the obligation of any other person or entity;

(x) not acquire the obligations or securities of the Trust’s Affiliates or the Depositor;

(xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;

(xii) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust’s assets for the benefit of any other person or entity;

(xiii) hold the Trust out as a separate entity (except that the Trust may elect to be a disregarded entity for tax purposes) and conduct any business only in its own name;

(xiv) correct any known misunderstanding regarding the Trust’s separate identity;

(xv) not identify the Trust as a division of any other person or entity;

(xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the offices of the Depositor, although it may lease space from the Depositor or any other Affiliate provided that it shall allocate fairly and reasonably any overhead for shared office space; and

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(xvii) maintain separate financial statements showing the assets and liabilities of the Trust separate and apart from those of any other person (except that the Trust also may be included in consolidated financial statements if such consolidated financial statements contain a note stating that the Trust is a separate entity).

Subject to the limitations set forth herein, the Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

2.04. Management.

(a) Bylaws. The management of the Trust shall be governed by the Bylaws of the Trust (the “Bylaws”), a copy of which is attached hereto as Exhibit B.

(b) Board of Managers.

(i) General. The management of the Trust shall be vested in a Board of Managers (the “Board of Managers”). The total number of members of the Board of Managers shall initially be five, and hereafter shall be such number as shall be fixed from time to time by a written instrument signed by at least two-thirds of the number of Managers; provided, however, that the number of Managers shall in no event be less than three nor more than twelve. The following shall be the initial Managers of the Trust until their successors are elected and qualified:

Alvin Murstein

Andrew M. Murstein

Michael J. Kowalsky

Jill A. Gordon (Independent Manager) and

Timothy P. O’Connor (Independent Manager)

(ii) Independent Managers. Two of the members of the Board of Managers shall be Managers who are not and for the prior five years have not been (1) stockholders (whether direct, indirect or beneficial, other than by mutual fund), directors, officers, members, managers (other than Independent Managers of the Trust), partners, employees, attorneys, counsel, customers or suppliers of the Owners or any of the Owners’ Affiliates (the Owners and such Affiliates, “Related Owner Group”); (2) persons related within the second degree of consanguinity (within first cousins and grandparents and grandchildren to any person referred to in clause (1); or (3) trustees, conservators or receivers for any member of the Related Owner Group; and have prior experience as an

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independent director for a corporation or other legal entity whose charter documents required the unanimous consent of all independent directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy (the “Independent Managers”).

Notwithstanding the foregoing, with respect to each other only, the Independent Managers may be (1) stockholders (whether direct, indirect or beneficial), directors, officers, members, partners, employees, attorneys, counsel, customers or suppliers of the same legal entity or any of the foregoing’s Affiliates (the “Related Independent Manager Group”); and (2) persons related to any person referred to in clause (1) of this paragraph.

The Owners shall cause the Board of Managers at all times to have at least two Independent Managers who, except as aforesaid, will be elected by the Owners pursuant to Article IV, Section 3 of the Bylaws. To the fullest extent permitted by the Act, the Independent Managers shall consider only the interests of the Trust, including its respective creditors, in acting or otherwise voting on the matters involving the Trust. No resignation or removal of an Independent Manager, and no election of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her election by a written instrument. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the certificate of trust or this Agreement. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the Trust.

(iii) Term. Each Manager shall hold office during the continued term of the Trust until she or he dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or if sooner, until the next meeting of Owners called for the purpose of electing Managers and until the election and qualification of her or his successor. In the event that less than the majority of the Managers holding office have been elected by the Owners, the Managers then in office shall call an Owners’ meeting for the election of Managers. The Managers named in Section 2.04(b)(i) hereof shall be deemed to have been elected by the Owners. Any Manager may resign at any time by written instrument signed by her or him and delivered to any Officer of the Trust or to the secretary of any meeting of the Managers. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Manager resigning and no Manager removed shall have any right to any compensation for any period following her or his resignation or removal, or any right to damages on account of such removal. The Owners may elect Managers at any meeting of Owners called by the Managers for that purpose. Any Manager may be removed at any meeting of Owners by a majority vote of the Owners. Any Manager may be removed with or without cause at any time by written instrument signed by at least two-thirds of the number of Managers prior to such removal, specifying the date when such removal shall become effective.

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(iv) Powers. Subject to the limitations set forth in this Agreement, the Owners hereby grant the Board of Managers and the Officers (as defined herein) the exclusive authority to act on behalf of the Owners and the Trust in implementing the following activities: (1) acquiring, owning, holding, and otherwise engaging in transactions with respect to the Trust Property (including borrowings secured by Trust Property) with a view toward the maximization of the value of and disposition of such Trust Property; (2) making such representations and warranties on behalf of the Trust regarding the Trust Property and entering into such agreements on behalf of the Trust as are customary for transactions of the type set forth in clause (1); and (3) performing such activities on behalf of the Trust that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith or that may be required in connection with the conservation of the assets and distributions to the Owners; all on such terms and conditions as the Board of Managers deems desirable, and evidenced by such instruments, agreements, powers of attorney, or other documents as the Board of Managers may approve, as conclusively evidenced by the execution thereof; provided, however, that the Managers and Officers may not take any action(s) or instruct the Owner Trustee to take any action(s) that would cause the Trust (x) to become subject to registration as a broker or dealer under Section 15(a) of the Exchange Act, (y) to become subject to compliance with Section 15(c)(3) of the Exchange Act or (z) to become a “taxable mortgage pool” within the meaning of Code Section 7701(i). In connection therewith, the Managers shall not (1) hold the Trust out as being willing to buy and sell securities on a regular basis; (2) provide market quotes with respect to securities; (3) furnish advice to third parties regarding the purchase, sale or value of securities; (4) extend or arrange for the extension of credit in connection with the purchase by others of securities; (5) maintain a dealer inventory of securities; or (6) attempt to obtain customers.

(v) Actions and Meetings. Any meeting of the Board of Managers or action taken by the Board of Managers shall be conducted in accordance with the Bylaws. Unless otherwise provided by this Agreement or the Bylaws, any action required or permitted to be taken at any meeting of the Board of Managers or of any committee thereof may be taken without a meeting by unanimous written consent of the Managers or committee members (or by written consent of a majority of the Managers if the President of the Trust determines that such exceptional circumstances exist, and are of such urgency, as to make unanimous written consent impossible or impractical, which determination shall be conclusive and binding on all Managers and not otherwise subject to challenge) and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee.

Except as otherwise provided in this Agreement or the Bylaws, all powers to control and manage the business and affairs of the Trust shall be exclusively vested in the Board of Managers and the Board of Managers may exercise all powers of the Trust and do all such lawful acts as are not by statute, the Trust Certificate or this Agreement directed or required to be exercised or done by the Owners and in so doing, except as provided otherwise in this Agreement, shall have the right and authority to take all actions which the Board of Mangers deems necessary, useful or appropriate for the management and conduct of the business of the Trust.

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(c) Officers. Except for the appointment of the initial officers set forth below, the Trust shall have officers who are appointed by the Board of Managers. The officers of the Trust shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer (the “Officers”). The initial Officers of the Trust shall be:

President:	Andrew M. Murstein
Vice President:	Alvin Murstein
Treasurer:	Larry D. Hall
Secretary:	Michael J. Kowalsky
Vice President:	Brian S. O’Leary
Assistant Treasurer:	Michael J. Kowalsky
Assistant Secretary:	Marie Russo

The powers and duties of each Officer shall be as follows:

(i) The President. The President shall have, subject to the supervision, direction and control of the Board of Managers, the general powers and duties of supervision, direction and management of the affairs and business of the Trust usually vested in the president of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Trust.

(ii) The Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Managers or the President.

(iii) The Secretary. The Secretary shall attend meetings of the Board of Managers and meetings of the Owners and record all votes and minutes of all such proceedings in a book kept for such purpose. He or she shall have all such further powers and duties as generally are incident to the position of a secretary of a corporation or as may from time to time be assigned to him or her by the Board of Managers or the President.

(iv) The Treasurer. The Treasurer shall have custody of the Trust’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Managers. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Trust and shall see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform such other duties that generally are incident to the position of a treasurer of a corporation or as may from time to time be assigned to him or her by the Board of Managers or the President. The Treasurer shall also have such powers and perform such other duties as expressly set forth in this Agreement.

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(d) Indemnification of the Managers and Officers.

(i) Unless otherwise provided in this Agreement or the Bylaws, the Trust shall indemnify, save harmless, and pay all judgments and claims against any Manager or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by any Manager or Officer, in their capacity as such, in connection with the business of the Trust, including reasonable attorneys’ fees incurred by the Manager or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred. Unless otherwise provided in the Bylaws or herein, in the event of any action by any Owner against any Manager or Officer, in their capacity as such, including a derivative suit, the Trust shall indemnify, save harmless, and pay all expenses of such Manager or Officer, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the provisions of this Agreement or the Bylaws, this Section shall be enforced only to the maximum extent permitted by law and no Manager or Officer shall be indemnified from any liability for the fraud, intentional misconduct, gross negligence or a knowing violation of the law which was material to the cause of action.

(ii) Notwithstanding anything to the contrary herein or any other documents governing the formation, management or operation of the Trust to the contrary, any indemnification shall be fully subordinated to any obligations respecting the Loan and shall not constitute a claim against the Trust in the event that the cash flow of the Trust after payment of all obligations under the Loan is insufficient to pay such obligations.

(e) Rights and Powers of the Owner. The Owner shall not have any right or power to take part in the management or control of the Trust or its business and affairs or to act for or bind the Trust in any way. Notwithstanding the foregoing, the Owner has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Owner has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act.

(f) Owner Trustee. The Owner Trustee shall be a trustee under the Act for the sole and limited purpose of satisfying Section 3807 thereof and shall otherwise have no right, power or duties in respect of the management of the Trust except as expressly set forth herein.

(g) Bankruptcy or Similar Proceedings. Notwithstanding any other provision of this Agreement, for so long as any debt of the Trust remains outstanding, no action may be taken by the Trust (whether by the Board of Managers, or otherwise) in connection with any of the following matters:

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(i) to the extent that the provisions of Section 5.01(c) hereof are inapplicable, (1) the institution of proceedings to have the Trust adjudicated bankrupt or insolvent; (2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; or (3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property;

(ii) the merger of the Trust with any other entity;

(iii) the sale of all or substantially all of the Trust’s assets (other than by foreclosure on any Trust Property pledged for any authorized borrowing by the Trust); or the amendment of this Agreement; or

(iv) the termination, revocation, dissolution or liquidation, in whole or in part, of the Trust.

2.05. Appointment of the Owner Trustee. The Depositor hereby confirms the appointment under the Original Trust Agreement of the Bank as trustee of the Trust to have all the rights, powers and duties set forth herein and in the Act. The Bank confirms the receipt on the date of the Original Trust Agreement in trust from the Depositor of $10, constituting the initial Trust Property.

2.06. Declaration of Trust. The Owner Trustee hereby declares that it will continue to hold the Trust Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Owners. To the fullest extent permitted by law, no creditor of the Owner Trustee, in its individual capacity, shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Trust Agreement.

2.07. Liabilities of Owners of the Trust. The liabilities and obligations of the Trust shall be limited to the Trust Property; provided, however, that the Owners shall be jointly and severally liable for all liabilities and obligations of the Trust to the Owner Trustee and that such liabilities and obligations shall not be limited to Trust Property and/or to the amount of distributions each Owner has received in respect of its Trust Certificate; provided further, however, that in any event an Owner shall be liable only for obligations of the Trust arising during the period of time in which such Owner was registered as an Owner in accordance with Section 4.02 hereof. The Owners shall have rights of contribution from each other with respect to such liabilities and obligations for which the Owners are jointly and severally liable, in proportion to their respective Ownership Percentages at the time the liabilities or obligations with respect to which contribution is sought arose. Such rights of contribution shall survive termination of this Agreement.

2.08. Situs of Trust. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Act and that this Agreement constitute the governing instrument of the Trust. The Owner Trustee hereby confirms having filed on even date with the entering into of the Original Trust Agreement a certificate of trust relating to the Trust with the Office of the

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Secretary of State of the State of Delaware. The Trust’s principal office shall be 437 Madison Avenue, New York, New York 10022, and any Manager or Officer may perform his or her duties in or outside of the State of Delaware.

2.09. Contributions by Owners. On even date with the entering into of the Original Trust Agreement, the Depositor made a contribution to the Trust consisting of $10.

ARTICLE III.

TAX STATUS OR CAPITAL ACCOUNTS AND ALLOCATIONS

3.01. Tax Status. For so long as there is only one Owner (holding 100% of the Trust Certificates representing the entire beneficial interest of the Trust), then (i) the Trust shall be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-2I(2), (ii) the Trust shall not have a separate tax identification number, but rather the tax identification number of the Owner or a parent of the Owner shall be used with respect to its assets or transactions, (iii) all items of gross income, deduction, loss or credit for a Fiscal Year, or applicable portion thereof, shall be allocated to such Owner and (iv) Sections 3.02 through 3.11, 4.06 and 5.04 hereof shall have no operative effect.

However, in the event that there is more than one Owner, then (i) the Trust shall be treated and taxed as a partnership and the Owners treated as partners in such partnership, for federal, state and local tax purposes (and each Owner and the Owner Trustee will act strictly in accordance therewith), (ii) the Trust shall apply for a separate tax identification number and (iii) any Net Profit or Net Loss for a Fiscal Year or any applicable portion thereof shall be determined and allocated to the Owners according to Sections 3.02 through 3.11 hereof.

3.02. Capital Accounts. A separate capital account shall be established and maintained for each Owner (each, a “Capital Account”). The Capital Account of each Owner: (a) shall be credited with (i) the amount of cash and the agreed upon fair market value of any property contributed by such Owner to the Trust (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under Section 752 of the Code), (ii) such Owner’s allocable share of any Net Profits and Gross Income, and (iii) such Owner’s share of other items required to be credited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv); and (b) shall be debited with (i) the amount of cash and the fair market value of any property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to Section 752 of the Code) under Section 6.02, (ii) such Owner’s allocable share of any Net Loss, and items of Gross Deduction, and (iii) such Owner’s share of other items required to be debited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv). Any adjustments to the tax basis of Trust Property under Code Sections 732, 734 or 743 will be reflected as adjustments to the Capital Accounts of the Owner only in the manner and to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m). If any property of the Trust is to be distributed in kind, such property shall be distributed on the basis of its fair market value after the Owners’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss with respect to such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Owners if there were a taxable disposition of the property for its fair market value in the manner provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(e).

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In the event of (x) an additional capital contribution by an existing or an additional Owner of more than a de minimis amount which results in a shift in Ownership Percentages, (y) the distribution by the Trust to an Owner of more than a de minimis amount of property or cash as consideration for an interest in the Trust, or (z) the liquidation of the Trust within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the book basis of the Trust Property shall be adjusted to fair market value and the Capital Accounts of all the Owners shall be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Trust recognized gain and loss equal to the amount of such aggregate net adjustment; provided, however, that adjustments resulting from clauses (x) and (y) above shall be made only if and to the extent that the Board of Managers so agree and shall have reasonably determined that such adjustments are necessary or appropriate to reflect the relative economic interests of the Owners.

In the event that Trust Property is subject to Section 704 of the Code or is revalued on the books of the Trust in accordance with the preceding paragraph pursuant to Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, the Owners’ Capital Accounts shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations for allocations to the Owners of depreciation, amortization and gain or loss, as computed for book purposes (and not tax purposes) with respect to such property.

These provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such section of the Treasury Regulations. The Transferee of all or a portion of an Owner’s Ownership Interest in the Trust shall succeed to that portion of the Owner’s Capital Account which is allocable to the portion of the Ownership Interest Transferred.

3.03. Allocation of Net Profits and Net Loss. Subject to Sections 3.04, 3.05, 3.06, 3.07, 3.08, 3.09 and 3.10 hereof, Net Profits and Net Loss for a Fiscal Year shall be determined and allocated to the Owners as follows:

(a) Net Profits. Net Profits for a Fiscal Year shall be allocated among the Owners in proportion to their respective Ownership Percentages.

(b) Net Loss. Net Loss for a Fiscal Year shall be allocated among the Owners in proportion to their respective Ownership Percentages.

3.04. Minimum Gain. Notwithstanding anything to the contrary in this Article III, if during any Fiscal Year of the Trust there is a net decrease in Trust minimum gain (as such term is defined by Treasury Regulations Sections 1.704-2(b)(2) and (d) with respect to partnership minimum gain), then each Owner shall be allocated Gross Income for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulations Sections 1.704-2(f) and (j). Likewise, if there is a net decrease during any Fiscal Year in the minimum gain attributable to a Partner Nonrecourse Debt (as determined under Treasury Regulations

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Section 1.704-2(i)(3) with respect to partner nonrecourse debt), then any Owner with a share of the minimum gain attributable to such debt at the beginning of such Fiscal Year shall be allocated items of Gross Income for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulations Section 1.704-2(i)(4). This Section 3.04 is intended to comply with, and shall be interpreted to be consistent with, the minimum gain chargeback requirements of Treasury Regulations Section 1.704-2.

3.05. Partner Nonrecourse Deductions. Gross Deductions which are Partner Nonrecourse Deductions for any Fiscal Year of the Trust shall be allocated to the Owner that bears the economic risk of loss with respect to the loan to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).

3.06. Nonrecourse Deductions. Nonrecourse deductions for a Fiscal Year (as defined in Treasury Regulations Sections 1.704-2I and (j)(ii)) shall be allocated among the Owners in proportion to their respective Ownership Percentages.

3.07. Loss Allocation Limitation. Notwithstanding any other provision in this Article III, unless otherwise agreed to by such Owner, no Owner shall be allocated Net Losses or Gross Deductions in any taxable year which would cause or increase a Capital Account deficit (determined with the adjustments set forth in the last sentence of Section 3.09 hereof) for such Owner as of the end of such taxable year and any such Net Losses and Gross Deductions shall instead be specially allocated to the other Owners in proportion to their respective Ownership Percentages to the extent such allocation does not cause or increase such a deficit for such Owner. All Net Losses and Gross Deductions in excess of the limitation set forth in the preceding sentence shall be allocated to the Owners in proportion to their Ownership Percentages. If any Net Losses or Gross Deductions are specially allocated pursuant to the first sentence of this Section 3.07, future allocations of Net Profits in the amount of such Net Losses and Gross Deductions otherwise allocable in accordance with Section 3.03(a) hereof shall be allocated to the Owners to whom such Net Losses and Gross Deductions were specially allocated, as provided in Section 3.10 hereof.

3.08. Federal Taxable Income and Loss.

(a) Allocation of Taxable Income. Except as otherwise provided in paragraph (b) of this Section 3.08, taxable income, gain, loss or deduction of the Trust (as well as any credits and the basis of property to which such credits apply) as determined for federal income tax purposes shall be allocated in the same manner as the corresponding income, gain, loss or deduction is allocated for purposes of adjusting Capital Accounts under this Article III.

(b) Section 704(c) Allocation. Any item of income, gain, loss and deduction for federal income tax purposes with respect to any Trust property that has been contributed by an Owner to the capital of the Trust and which is required to be allocated for federal income tax purposes under Section 704(c) of the Code so as to take into account the variation between the adjusted tax basis of such property and its agreed upon fair market value at the time of its contribution shall be allocated to the Owners solely for federal income tax purposes in the manner so required. In the event of the occurrence of any event described in clause (x), (y) or (z)

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of the second paragraph of Section 3.02 hereof, subsequent allocations of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property to the Trust for federal income tax purposes and its fair market value immediately after the adjustment in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Managers in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.08(b) are solely for income tax purposes and shall not affect, or in any way be taken into account in computing, for book purposes, any Owner’s Capital Account pursuant to any provision of this Agreement.

3.09. Qualified Income Offset. In the event that at any time any Owner receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(5) or (6) that create or increase a deficit balance in its Capital Account, then the next allocation of Gross Income that would otherwise have been allocated to the other Owners shall be specially allocated to such Owner in an amount and in a manner sufficient to eliminate the deficit balance in such Capital Account created by such adjustments, allocations, or distributions as quickly as possible. Solely for purposes of this Section 3.09 (and Section 3.07), in determining whether an Owner has a deficit Capital Account at any time, such Owner’s Capital Account shall be (x) increased by that amount that such Owner is treated as being obligated to restore pursuant to the next to last sentences of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5) (determined after taking into account thereunder any changes during such Fiscal Year in any Trust minimum gain and in minimum gain attributable to any Partner Nonrecourse Debt, as described in Section 3.04 hereof) and (y) decreased by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii) (d), (5) and (6).

3.10. Curative Allocation. Any special allocations pursuant to Sections 3.07 and 3.09 hereof shall be taken into account in computing subsequent allocations pursuant to Article III, so that to the extent it is in accordance with the rules of the Treasury Regulations under Section 704(b), the net adjustment to the Capital Account of each Owner from allocations of Net Profits, Net Losses, Gross Income and Gross Deductions allocated to each Owner pursuant to Article III shall be equal to the net adjustment to such Capital Account from the allocations of Net Profits and Gross Income and Gross Deductions that would have been allocated to each Owner pursuant to the provisions of Article III if the adjustments, allocations, or distributions and the resulting special allocations pursuant to such Sections had not occurred.

3.11. Change of Trust Interest. Subject to Section 706 of the Code and to any applicable Treasury Regulations, Net Profits, Gross Income, Net Loss, Gross Deductions and items of income, gain, loss, deduction and credit for federal income tax purposes for a Fiscal Year that are attributable to any Ownership Interest that is Transferred or assigned during such Fiscal Year shall be allocated between (i) the portion of the Fiscal Year during which the Ownership Interest in the Trust was held by the Transferor and (ii) the portion of the Fiscal Year during which the Ownership Interest was held by the Transferee on the basis of an interim closing of the books method or any other method chosen by the Board of Managers and permitted under Section 706 of the Code.

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ARTICLE IV.

TRUST CERTIFICATES AND TRANSFER OF OWNERSHIP INTERESTS

4.01. Initial Issuance of Trust Certificates. The Owner Trustee is hereby authorized and directed to issue and deliver on behalf of the Trust to Medallion Funding, a Trust Certificate registered in the name of “Medallion Funding Corp.” evidencing a 100% Ownership Percentage.

4.02. Registration and Transfer of Trust Certificates.

(a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register showing a record of the initial issuance of Trust Certificates, a record of each Transfer of Trust Certificates including the time and date thereof, the names of the Owners of the Trust Certificates and their respective Ownership Percentages. Prior to due presentment for registration of Transfer of any Trust Certificate, the Owner Trustee may treat the person in whose name any Trust Certificate is registered as the owner of such Trust Certificate for the purpose of receiving payments on such Trust Certificate pursuant to Sections 6.02 and 6.06 hereof and for all other purposes whatsoever, whether or not the Owner Trustee shall have notice to the contrary. (For purposes of this Agreement, due presentment of a Trust Certificate requires presentation of all documents and instruments required by this Agreement as a condition to the registration of the Transfer of the Ownership Percentage evidenced by such Trust Certificate.)

No service charge shall be made to an Owner for any registration of Transfer of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of Transfer of a Trust Certificate and any reasonable expenses of the Owner Trustee (including reasonable fees and expenses of counsel).

(b) Subject to the provisions of Section 4.03 hereof, the Owner of any Trust Certificate may Transfer all or any portion of the Ownership Percentage evidenced by such Trust Certificate upon the surrender of such Trust Certificate to the Owner Trustee or its agent accompanied by the written consent required pursuant to Section 4.03 hereof. Promptly upon the receipt of such documents, (i) the Owner Trustee shall cancel any Trust Certificate surrendered for Transfer; (ii) if applicable, the Owner Trustee shall issue to the Transferor a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage retained by the Transferor and dated the date of such Transfer; (iii) the Owner Trustee shall issue to each Transferee a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage that was Transferred to such Transferee and dated the date of such Transfer; and (iv) the Owner Trustee shall register the new Trust Certificates in the name of the Transferor (if applicable) and each Transferee and record their respective Ownership Percentages existing after the Transfer in accordance with Section 4.02(a) hereof. Other than as provided in this paragraph (b), an Owner shall not have the right to surrender its Trust Certificate in exchange for two or more Trust Certificates evidencing lesser Ownership Interests.

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(c) Upon Transfer of all of an Owner’s Ownership Interest, the Transferor shall be released from all of the duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer; provided, however, that the Transferor shall remain obligated with respect to all duties, liabilities and obligations under this Agreement arising during the period commencing on the date such Owner became registered as an Owner in accordance with this Section 4.02 and terminating at the time such Transfer becomes effective in accordance with this Section 4.02, and the Transferee shall assume in writing all duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer (subject to any subsequent Transfers by it in accordance with the terms and conditions hereof).

(d) Upon reasonable notice, each Owner shall have the right to inspect the register of Trust Certificates during business hours of the Owner Trustee for the purpose, among other things, of communicating with the other Owners.

4.03. Limitations on Transfer of Trust Certificates.

(a) An Owner may Transfer all or a portion of its Ownership Interest only upon the approval of the Board of Managers or pursuant to an agreement approved by the Board of Managers and, in either case, only in conformity with the Loan and Security Agreement as long as any amount remains unpaid under the Loan; provided, however, that an Owner may Transfer all or a portion of its Ownership Interest to the collateral agent without the consent of the Board of Managers upon the occurrence and during the continuance of an Event of Default.

(b) No Transfer of a Trust Certificate will be made, and the Owner Trustee shall not be obligated to register any Transfer of a Trust Certificate, unless such Transfer is made pursuant to an effective registration statement under the Securities Act and in compliance with each applicable state securities laws or is exempt from the registration requirements of the Securities Act and such laws. Each Owner, by purchasing or otherwise acquiring ownership of a Trust Certificate, is deemed to have acknowledged and agreed that such Transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. By its ownership of a Trust Certificate, and unless otherwise provided pursuant to an opinion of counsel to the Trust concluding that adverse consequences under the federal securities laws would not result, each Owner will be deemed to have represented that it is an institutional Accredited Investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. The Owner Trustee shall not be responsible for ascertaining whether any Transfer complies with this Agreement, the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended.

(c) Each Owner by purchase of a Trust Certificate is deemed hereby to have acknowledged and agreed that such Owner is not an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is subject to the provisions of Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the

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Code) which is subject to Section 4975 of the Code, a no governmental plan subject to any federal, state or local law, which is, to a material respect, similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Code (a “Similar Law”), (each of the foregoing plans a “Plan”) or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. Each prospective purchaser of a Trust Certificate or any interest therein, by purchasing a Trust Certificate or any interest therein, represents that it is not a Plan or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity.

The Owner Trustee shall not be required to register any Transfer of a Trust Certificate within ten Business Days preceding any Distribution Date.

4.04. Lost, Stolen, Mutilated or Destroyed Trust Certificates. If (i) any mutilated Trust Certificate is surrendered to the Owner Trustee, or (ii) the Owner Trustee receives evidence to its satisfaction that any Trust Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Owner Trustee together with such security or indemnity as may be requested by the Owner Trustee to hold it harmless, the Owner Trustee shall execute and deliver a new Trust Certificate representing the same Ownership Percentage as the Trust Certificate so mutilated, destroyed, lost or stolen, bearing a different certificate number, with such notations, if any, as the Owner Trustee shall determine.

Any duplicate Trust Certificate issued pursuant to this Section 4.04 shall constitute complete and indefeasible evidence of ownership of such Trust Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

4.05. Pledge of Rights to Distributions. Subject to Section 4.03 hereof, an Owner may pledge, encumber or hypothecate all or any part of its Trust Certificate and its rights to receive distributions hereunder. Any such pledge, encumbrance or hypothecation shall not constitute a Transfer of an Ownership Interest in the Trust. Unless the foreclosure of any such pledge, encumbrance or hypothecation meets the requirements of Section 4.03 hereof and is registered in accordance with Section 4.02 hereof, such foreclosure shall not constitute a Transfer of an Ownership Interest in the Trust and the holder of the related Trust Certificate following such foreclosure shall not be entitled to any rights as an Owner under this Agreement, other than the right to receive distributions under this Agreement as contemplated by the first sentence of this Section.

4.06. Section 754 Election. In the event a Transfer of a Trust Certificate occurs which satisfies the provisions of Section 743 of the Code, the Trust shall, if requested to do so by the Transferee, and the Board of Managers deem doing so advisable, elect, pursuant to Section 754 of the Code, to adjust the basis of the Trust Property to the extent allowed by such Section 743 and shall cause such adjustments to be made and maintained. Any additional accounting expenses incurred by the Trust in connection with making or maintaining such basis adjustment shall be reimbursed to the Trust by the Transferee of such Trust Certificate who benefits from the making and maintenance of such basis adjustment.

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ARTICLE V.

ACTIONS OF THE OWNER TRUSTEE SUBJECT TO POWER OF THE OWNERS

5.01. Action Upon Instructions.

(a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Board of Managers may by written instruction direct the Owner Trustee in the discharge of its limited duties specifically set forth herein or in the Act. Notwithstanding any instruction to the contrary by the Owners or the Board of Managers, in no event shall the Owner Trustee take any action which would have the effect of discharging the security interest created under the Loan and Security Agreement with respect to the Collateral as defined therein, except such action taken in accordance with the Loan and Security Agreement. Such direction may be exercised at any time by written instruction given by an Officer pursuant to this Article V.

(b) The Owner Trustee shall take such action or actions as may be specified in any written direction delivered in accordance with Section 5.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if the Bank or Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action (A) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (B) is likely to result in liability on the part of the Bank or Owner Trustee, unless the Owners shall have provided to the Bank indemnification or security reasonably satisfactory to the Bank or Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action.

(c) Subject to Section 7.05, the Trust is not intended to be a business trust within the meaning of Section 109(9)(A)(v) of the Bankruptcy Code. None of the Owner Trustee, the Board of Managers, the Officers, the Depositor and the Owners shall have the power to (i) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (v) make any assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (each a “Bankruptcy Action”); provided, however, if the foregoing limitation is finally determined by a court of competent jurisdiction not to be enforceable under the Bankruptcy Code or applicable state law, then the Owner Trustee shall not be authorized to take the actions specified in the preceding clauses (i) through (vii), or any of them, unless the Owner Trustee receives, at the sole expense of the Owners, (A) the unanimous written consent thereto of the Board of Managers (including the two Independent Managers), who shall be required at such time to certify to the Owner Trustee that the Trust is then “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, (B) the written confirmation by independent accountants to the Trust as to the “sum of the Trust’s debts”, (C) the written confirmation by an outside valuation expert, having reasonable expertise in the valuation of

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assets, as to the value of “all of the Trust’s property, at a fair valuation” and (D) a written opinion by outside counsel to the Trust, having reasonable expertise in practice under the Bankruptcy Code, as to the validity of any exclusions from such valuation that are asserted to be applicable pursuant to said Section 101(32) and stating that the conditions precedent set forth in clauses (A) through (C) above have been satisfied. The Owner Trustee shall be fully protected in relying upon the documents referred to in the preceding clauses (A) through (D) and shall have no duty to verify or investigate the conclusions stated therein.

(d) Action by Owners with Respect to Bankruptcy. Subject to Section 7.05, the Trust, the Board of Managers and the Owner Trustee shall not have the power to commence a voluntary Bankruptcy Action relating to the Trust unless the conditions specified in Section 5.01(c) are satisfied and the Trust is “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code and the Owner Trustee, the Board of Managers (including the two Independent Managers) and each Owner unanimously vote in favor of such action. The Owner Trustee, by entering into this Agreement, hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any Bankruptcy Action until the date that is one year and one day after the later of the date upon which (i) all obligations of the Trust under the Loan and Security Agreement have been satisfied and (ii) the commitments of the financial institutions parties thereto to make advances to the Trust terminates.

(e) Restrictions on Owners’ Power. No Owner, Manager or Officer shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow any such direction, if given.

(f) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement that specifically calls for the Owner Trustee to take any action, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action which the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Board of Managers, requesting instructions as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with written instructions received from the Board of Managers through an Officer, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within fifteen days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction. Upon reasonable request of any Owner, the Owner Trustee shall communicate with the other Owners, if any, concerning any instructions or actions sought by such Owner pursuant to this Section 5.01.

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(g) The Owner Trustee shall, subject to this Section 5.01 and Section 10.01 hereof, and solely in connection with the limited duties that are specifically set forth herein as duties of the Owner Trustee, act in accordance with the written instructions given to it by the Board of Managers through an Officer, and to the extent the Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee shall not be liable on account of such action to any Person.

5.02. Action by Owners with Respect to Certain Matters. In the event that there is more than one Owner and any adverse determination is made by the Service or by any court with respect to the classification of the Trust as a partnership for federal income tax purposes, the Tax Matters Partner shall, by written notice to the Board of Managers, describe the circumstances and seek instructions as to the course of action to be followed. The Tax Matters Partner shall contest such adverse determination if so instructed by the Board of Managers and, to the extent the Tax Matters Partner acts in accordance with such instructions, the Tax Matters Partner shall not be liable on account of such action to any Person. If the Board of Managers instructs the Tax Matters Partner to contest any such adverse determination, the costs thereof shall be borne by all Owners, in proportion to their respective Ownership Percentages. If the Board of Managers decides not to contest any such adverse determination, but an Owner, acting in its individual capacity, instructs the Tax Matters Partner to contest any such adverse determination, all costs thereof shall be borne by such Owner personally.

5.03. Majority Consent. Except where a different percentage or amount is specified herein, any action which requires the consent of, or permits the direction by, the Owners under this Agreement, must be approved or directed by a majority of the ownership percentage of the Owners.

5.04. Tax Matters Partner. The Tax Matters Partner (as defined in Section 6231 of the Code) of the Trust shall be Medallion Funding or such other Person as the Board of Managers shall appoint, and notice of any such appointment shall be given in writing to the Owner Trustee and the Board of Managers. Each Owner shall give prompt notice to the other Owners upon receipt of advice that the Service intends to examine or audit any income tax returns of the Trust. The Tax Matters Partner shall promptly notify the Board of Managers of the commencement of any administrative or judicial or similar proceedings involving the tax treatment of items of Trust income, loss, deductions and credits, and shall further keep the Board of Managers fully informed of all material developments involved in such proceedings.

Nothing in this Section 5.04 shall limit the ability of the Owners to take any action in their individual capacity relating to tax audit matters that are left to the determination of an individual Owner under Sections 6222-6232 of the Code.

The Tax Matters Partner, at the expense of the Trust, shall cause to be prepared by a preparer approved by the Board of Managers all Federal, state and local income tax returns and other returns or statements required of the Trust by applicable law and upon the approval of such returns or statements by the Board of Managers, the Tax Matters Partner shall timely file such returns or statements. The Tax Matters Partner shall not have any liability for acts of any agent in connection with such returns and statements. The Trust shall, in accordance with applicable

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federal or state laws or regulations, claim all deductions and make such elections for Federal or state income tax purposes which the Board of Managers reasonably believes will produce the most favorable tax results for the Owners. In addition, the Tax Matters Partner shall be responsible for the maintenance of Capital Accounts under Section 3.02.

The Tax Matters Partner shall (i) cause to be prepared and delivered to each Owner such financial statements of the Trust, and other reports or information, as are necessary to enable each Owner to prepare such Owner’s state and federal income tax returns, (ii) until such time as the Tax Matters Partner has received the written unanimous consent of the Board of Managers concerning any change in the tax classification of the Trust, file or cause to be filed tax returns as a partnership for federal, state and local income tax purposes, and (iii) cause to be mailed to an Owner copies of any or all of such tax returns of the Trust when requested to do so by such Owner.

The Tax Matters Partner shall not be required to take any action or incur any expenses for the prosecution of any administrative or judicial remedies in its capacity as Tax Matters Partner unless the Tax Matters Partner is satisfied that the Trust will bear any and all such expenses. As long as the Tax Matters Partner is not grossly negligent or does not act in bad faith, or if the Tax Matters Partner acts pursuant to instructions of or approved by the Board of Managers, the Trust shall indemnify and hold harmless the Tax Matters Partner from and against any and all liabilities incurred by the Tax Matters Partner in connection with any activities or undertakings taken by it in its capacity as Tax Matters Partner. Any Owner that enters into a settlement or closing agreement with the Service or state or local tax authority in respect of any Trust item shall notify the Tax Matters Partner of such agreement and its terms within ten days of the execution of such agreement.

With respect to the making of distributions and other tax and accounting matters, the Owner Trustee shall be entitled to rely upon, and shall have no liability for relying upon, the instructions of or information supplied by the Tax Matters Partner without any obligation to verify the information in such instructions.

5.05. Books and Records; Financial Reports

(a) At all times during the existence of the Trust, the Treasurer shall maintain, or cause to be maintained, full and true books of account, which shall reflect all Trust transactions and be appropriate and adequate for the Trust’s business. Such books of account shall be maintained at the principal place of business of the Treasurer.

(b) The Treasurer shall be entitled to full reimbursement for all reasonable costs and expenses, including, but not limited to, out-of-pocket expenses associated with maintenance of the books of account of the Trust. The amount of costs and expenses to be reimbursed pursuant to the preceding sentence shall be estimated each year by the Treasurer and communicated by the Treasurer to the Board of Managers prior to the incurrence of such costs and expenses. So long as the Treasurer is not grossly negligent or does not act in bad faith, or if the Treasurer acts pursuant to instructions of the Board of Managers, the Trust shall indemnify and hold harmless the Treasurer from and against any and all liabilities incurred by the Treasurer in connection with any activities or undertakings taken by it in its capacity as Treasurer.

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(c) The Treasurer shall deliver to Board of Managers, by the fifteenth day of the month immediately succeeding the month being reported upon, a balance sheet as of the end of each month and related financial statements for the month then ended, all of which shall be prepared in accordance with such accounting principles as the Treasurer shall determine are appropriately reflective of the transactions contemplated by this Agreement. If the Board of Managers so determines, the balance sheet as of the end of the Fiscal Year and related financial statements for the year then ended, shall be examined and reported upon, with an opinion expressed by, an independent public accountant engaged by the Trust and approved by the Board of Managers. The Treasurer shall not have any liability for acts of the independent public accountant appointed in accordance herewith in connection with such examination and report.

ARTICLE VI.

INVESTMENT AND APPLICATION OF TRUST FUNDS

6.01. Investment of Trust Funds. Unless otherwise directed in writing by the Board of Managers, proceeds of the Trust Property received by the Trust more than one day prior to a Distribution Date may be invested by the Treasurer at the written direction of the Board of Managers in investments purchased through and held by the Trust as instructed by the Board of Managers, maturing not later than such Distribution Date. In the event that the Treasurer does not receive such direction by the close of business on the day preceding the day on which such proceeds are received by the Treasurer, the Treasurer may invest such proceeds in Designated Investments purchased through and held by the Trust as instructed by the Board of Managers, maturing not later than the next succeeding Distribution Date.

6.02. Distributions.

(a) Any portion of the Trust Property shall, subject to the terms and provisions of the Basic Documents, be distributed by the Treasurer as follows:

(i) first, on each Distribution Date to pay reasonable and necessary operating expenses of the Trust, including the payment of any amounts owing to the Owner Trustee under this Agreement; and

(ii) second, in such amounts, from time to time, as shall be determined by the Board of Managers on each Distribution Date or any other date selected by the Board of Managers, to the Owners based on their respective Ownership Percentages as reflected in the register maintained by the Owner Trustee pursuant to Section 4.02 hereof as of the close of business on the Business Day immediately preceding the Distribution Date or such other date; provided, however, if the Board of Managers through an Officer has instructed the Treasurer to retain such funds, then the retained funds shall thereafter be applied according to the further written instructions of the Board of Managers. The Bank shall not be liable for any amounts payable pursuant to this Section 6.02 and, except as specifically provided in Section 6.05 hereof and the third sentence of Section 10.01 hereof, is not subject to any liability under this Agreement.

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(b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to an Owner, such tax shall reduce the amount otherwise distributable to the Owner in accordance with this Section 6.02. The Treasurer is hereby authorized and directed to retain from amounts otherwise distributable to the Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Treasurer, at the direction of the Board of Managers, or the Tax Matters Partner from contesting any such tax in appropriate proceedings, and shall not prevent the Treasurer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to an Owner shall be treated as cash distributed to such Owner at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Owner), the Treasurer may in its sole discretion withhold such amounts in accordance with this paragraph (b). In the event that an Owner wishes to apply for a refund of any such withholding tax, the Treasurer shall reasonably cooperate with such Owner in making such claim so long as such Owner agrees to reimburse the Treasurer for any out-of-pocket expenses incurred. In the event that the Treasurer or the Trust is liable for any failure to withhold in respect of a distribution to an Owner, then such Owner shall indemnify the Treasurer or the Trust for any amount (including penalties and interest) paid by the Treasurer or the Trust in respect of such liability.

(c) Any Owner which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Owner becomes an Owner, (i) so notify the Treasurer and (ii) either (A) provide the Treasurer with Internal Revenue Service Form 1001, 4224 or W-8, as appropriate, or (B) notify the Treasurer that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest.

6.03. Statements.

(a) Distribution Date Statements. With each distribution to an Owner pursuant to Section 6.02 hereof, Treasurer shall deliver a statement to an Officer (a “Distribution Date Statement”) setting forth, for the period since the preceding Distribution Date (or since the execution and delivery of this Agreement in the case of the first Distribution Date):

(i) the amounts received by the Trust with respect to the Trust Property;

(ii) the amount of fees and expenses paid to the Owner Trustee since the preceding Distribution Date; and

(iii) the amounts paid to Owners.

(b) Officer Reports. An Officer shall deliver copies of all remittance reports to the Owners and, if requested by an Owner, shall provide analysis and consolidation of such reports in such form as such Owner may request.

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6.04. Method of Payment. All amounts payable to an Owner pursuant to this Agreement shall be paid by the Treasurer to such Owner, as the Owner elects (and so instructs the Treasurer) from time to time, by check payable to such Owner in next day funds, mailed first class to the address of such Owner appearing on the register maintained pursuant to Section 4.02(a) hereof, or by credit in immediately available funds to an account maintained by such Owner with the Treasurer or by wire transfer in immediately available funds to a banking institution with bank wire transfer facilities for the account of such Owner. The Treasurer may require an Owner to pay any wire transfer fees incurred in connection with any wire transfer made to such Owner and may collect such fees by deducting them from the amount so transferred.

6.05. No Segregation of Moneys; No Interest. Moneys received by the Treasurer hereunder need not be segregated in any manner except to the extent required by law or as otherwise provided herein and may be deposited under such general conditions as may be prescribed by law, and neither the Owner Trustee nor the Bank shall be liable for any interest thereon (unless such funds are invested in interest-bearing investments of the Bank).

6.06. Distributions Upon Termination of Trust. Upon the dissolution, winding up and termination of the Trust (or such other date as established by the Board of Managers), the Trust Property or the cash proceeds therefrom shall be distributed by the Treasurer in the following order of priority:

(a) First, to creditors, including the Administrative Agent and Owner Trustee, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or by making of reasonable provision for payment) other than liabilities for distributions to Owners on account of their respective interests in the Trust, and in the setting up of such reserves as the Board of Managers may reasonably deem necessary or appropriate for any contingent, conditional or unmatured liabilities or obligations of the Trust, and when all such liabilities are satisfied, the balance of such reserves, if any, shall be distributed as hereinafter provided;

(b) Second, to any Owners who are creditors; and

(c) Third, to the Owners in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Net Profits, Net Loss, Gross Income and Gross Deduction pursuant to this Agreement for the Fiscal Year in which the Trust is terminated; provided, however, that if at the time of termination there shall be one Owner, then any amount remaining after Section 6.06(a) shall be distributed to such Owner.

(d) If, after giving effect to the allocations of Net Profits, Net Loss, Gross Income, Gross Deduction or credit under Article III and all contributions and distributions for all taxable years, any Owner shall have a deficit balance in such Owner’s Capital Account, such Owner shall have no obligation to restore such deficit balance, or to make any contribution to the capital of the Trust by reason thereof, and such deficit balance shall under no circumstances be considered a liability owed to the Trust.

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ARTICLE VII.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEPOSITOR

7.01. Title to Trust Property.

(a) The Depositor hereby represents and warrants to the Owner Trustee on behalf of the Trust that upon the transfer of the Trust Property conveyed by such Depositor to the Trust, such Depositor will have conveyed to the Trust good title to such Trust Property, free and clear of any lien, encumbrance or defect created by and relating to the Depositor, except as may be disclosed in the Loan Sale and Contribution Agreement.

(b) Subject to the Loan and Security Agreement and the Custodial Agreement, legal title to all the Trust Property shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Property to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee and/or a separate trustee, as the case may be.

(c) The Owners shall not have legal title to any part of the Trust Property. No transfer by operation of law or otherwise of any interest of the Owners shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of any part of the Trust Property.

7.02. Binding Effect. The Depositor hereby represents and warrants to the Owner Trustee and the Bank that (i) the Depositor is a company organized under the laws of the State of New York, validly existing and in good standing under the laws of the State of New York and (ii) this Agreement has been duly and validly authorized, executed and delivered by, and constitutes a valid and legally binding agreement of, such Depositor and is enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

7.03. Trust Certificates. The Depositor hereby represents and warrants to the Owner Trustee that such Depositor is acquiring its Trust Certificate under this Agreement for its own account as principal and not with a view to the distribution thereof in whole or in part.

7.04. Investment Company. The Depositor hereby represents and warrants to the Owner Trustee that the Trust will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

7.05. Bankruptcy Action. Each of the Depositor, the Board of Managers and the Owner Trustee hereby covenants that for so long as any amounts remain outstanding under the Loan and the lien of the Loan and Security Agreement has not been released, it shall not instruct or authorize the Trust to take any Bankruptcy Action with respect to the Trust.

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ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES OF THE BANK

8.01. Good Standing. The Bank represents and warrants to the Depositor, for the benefit of the Owners, that the Bank is a national banking association organized under the National Bank Act, as amended (12 U.S.C. § 21 et. seq.), validly existing and in good standing under the laws of all jurisdictions in which it conducts business and has all powers and all material governmental licenses, authorizations, consents and approvals required under the National Bank Act and the laws of the jurisdictions in which it conducts its business, to carry on its trust business as now conducted.

8.02. Binding Effect. The Bank represents and warrants to the Depositor, for the benefit of the Owners, that the execution, delivery and performance by the Bank of this Agreement and the issuance of the Trust Certificates by the Owner Trustee on behalf of the Trust pursuant to this Agreement are within the power of the Bank and have been duly authorized by all necessary action on the part of the Bank (no action by its shareholders being required), and this Agreement constitutes the valid and legally binding agreement of the Bank, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and such actions do not and will not (i) violate or contravene any judgment, injunction, order or decree binding on the Bank, (ii) violate, contravene or constitute a default under any provision of the articles of association or by-laws of the Bank or of any material agreement or instrument binding on the Bank, or (iii) result in the creation or imposition of any lien attributable to the Bank on the Trust Property except as contemplated by this Agreement.

8.03. Consents and Approvals. The Bank represents and warrants to the Depositor, for the benefit of the Owners, that no consent, approval, authorization, or order of, or filing with, any court or regulatory, supervisory or governmental agency or body is required under Delaware law or federal law governing the banking and trust powers of the Bank in connection with the execution, delivery and performance by the Bank, in its individual capacity, of this Agreement other than the filing of the certificate of trust under the Act, which was previously filed on even date with the entering into of the Original Trust Agreement.

ARTICLE IX.

AUTHORITY AND DUTIES OF OWNER TRUSTEE

9.01. General Authority.

(a) The Owner Trustee is authorized to take all actions required to be taken by it pursuant to the terms of this Agreement. The Owner Trustee is further authorized to take such further actions as are permitted but not required under this Agreement as the Owners or the Board of Managers may direct in writing pursuant to Article V hereof.

(b) The Owner Trustee is authorized and directed to execute and deliver and is authorized to perform on behalf of the Trust such agreements to which the Trust is a party as shall be specified in writing by the Board of Managers through an Officer; provided, however,

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the Owner Trustee shall not be responsible or liable for monitoring or ensuring the compliance of the Trust with its obligations, representations, warranties or agreements under the foregoing documents. In connection with the execution and delivery of such specified documents, the Owner Trustee is authorized to grant, upon the written request of the Board of Managers through an Officer, a power of attorney to one or more individuals designated by the Board of Managers for such purpose.

9.02. General Duties. Subject to Section 5.01 hereof, it shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement, strictly in accordance with the provisions of this Agreement.

9.03. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any liability, duty or obligation to manage, inspect, insure, make any payment with respect to, register, record, sell, dispose of, create, maintain or perfect title or a security interest in, or otherwise deal with the Trust Property, prepare, file or record any document or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Owner Trustee pursuant to Article V hereof; and no implied powers, duties or obligations shall be read into this Agreement against the Owner Trustee. The Bank nevertheless agrees that it will, at its own cost and expense, promptly take all such action as may be necessary to discharge any liens on any part of the Trust Property which result from actions by, or claims against, the Bank that are not related to the ownership of the Trust Property or the transactions contemplated hereby.

9.04. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, and (ii) in accordance with the express terms hereof or with any written instruction delivered to the Owner Trustee pursuant to Article V hereof.

ARTICLE X.

CONCERNING THE OWNER TRUSTEE

10.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trust hereby created and continued and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Property upon written direction of the Board of Managers. The Bank shall not be answerable or accountable under any circumstances, except (i) for its own willful misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Article VIII hereof expressly made by the Bank, (iii) for liabilities arising from the failure by the Bank to perform obligations expressly undertaken by it pursuant to the last sentence of Section 9.03 hereof, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement. In particular, but not by way of limitation:

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(a) The Bank shall not be liable for any judgment made in good faith by a responsible officer of the Owner Trustee;

(b) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the written instructions of the Owners, the Board of Managers or Officers rendered pursuant to this Agreement;

(c) No provision of this Agreement shall require the Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its or the Owner Trustee’s rights or powers hereunder, if the Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) The Bank shall not be responsible for or in respect of the sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any Trust Property, and the Bank shall in no event assume or incur any liability, duty or obligation to the Depositor or to any Owner, other than as expressly provided for herein; and

(e) The Bank shall not be liable for any representation, warranty, debt, agreement or other obligation of the Trust.

(f) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the Depositor, any Owner, the Board of Managers or any Officer, unless the Owner Trustee has been offered security or indemnity reasonably satisfactory to it against the cost, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Owner Trustee shall not be personally liable or accountable for the performance of any such act except as specifically provided in this Article X.

(g) The Owner Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war (declared or undeclared) or other circumstances beyond its reasonable control, the Owner Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.

10.02. Reliance. The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive

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evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

10.03. Agents; Advice of Counsel. In the exercise of its duties hereunder, the Owner Trustee (i) may act directly or, at the reasonable expense of the Trust, through agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; and (ii) may, at the reasonable expense of the Trust, consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

10.04. Doing Business. Notwithstanding anything contained herein to the contrary, neither the Bank nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Bank; or (iii) subject the Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Bank or the Owner Trustee, as the case may be, contemplated hereby.

10.05. Not Acting in Individual Capacity. Except as provided in this Article X, in accepting the trust hereby created the Bank acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust for payment or satisfaction thereof.

10.06. U.S. Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (collectively, “Applicable Regulations”), the Owner Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Owner Trustee. Accordingly, each of the parties agrees to provide to the Owner Trustee, upon its request from time to time, such identifying information and documentation as may be necessary in order to enable the Owner Trustee to comply with such Applicable Regulations. It is expressly agreed that the Owner Trustee shall have no duty to perform any services hereunder for, on behalf of or for the benefit of, any party not having furnished such information as the Owner Trustee, in its sole discretion, determines to be necessary to comply with the Applicable Regulations.

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ARTICLE XI.

COMPENSATION OF OWNER TRUSTEE

11.01. Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder the fees set forth on the Fee Schedule attached hereto as Exhibit C, and the Owner Trustee shall be entitled to be reimbursed for its reasonable expenses hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and duties hereunder. Such fees shall be paid by the Owners or in accordance with Section 6.02(a) hereof.

11.02. Indemnification.

(a) The Owners shall indemnify, protect, save and hold the Owner Trustee its officers, directors, shareholders and employees (each, an “Indemnified Person”) harmless against, any and all loss, liability, obligation, damage, claim, penalty, tax (excluding any taxes on the Owner Trustee on, or measured by, any compensation received by the Owner Trustee) or expense of any kind or nature whatsoever arising out of or in connection with the creation, acceptance, operation or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder (each of the foregoing, a “Claim”); provided, however, the Owner shall not be required to indemnify, protect, save and hold any Indemnified Person harmless from any Claim (or portion thereof) resulting from gross negligence or bad faith on its part. Upon the Owner Trustee becoming aware of the occurrence of an event that results in any loss, liability or expense to an Indemnified Person, the Owner Trustee shall promptly send written notice thereof to the Managers. The indemnity contained in this Section 11.02 shall survive the termination of this Trust Agreement.

(b) The indemnities set forth in this Section 11.02 shall be in addition to any other rights the Owner Trustee may have. The indemnities and obligations contained herein shall survive the termination of the Trust, any disposition by the Owner Trustee of its interests in the Trust Property or any other event.

11.03. Payments to the Owner Trustee or the Bank. Any amounts paid to the Owner Trustee or the Bank pursuant to this Article XI shall be deemed not to be a part of the Trust Property immediately after such payment.

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ARTICLE XII.

TERMINATION OF TRUST AGREEMENT

12.01. Trust Termination.

(a) The Trust shall wind up and dissolve and the Trust Property shall be distributed to the Owners in accordance with Section 6.06 hereof upon the sale or other final disposition of the Trust Property pursuant to the written instruction of the Board of Managers and the final distribution of all moneys or other property or proceeds of the Trust. Upon the dissolution of the Trust and the completion of the winding up of the Trust’s affairs, the Owner Trustee upon written instruction of the Board of Managers shall file a certificate of cancellation pursuant to Section 3810 of the Act.

(b) The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(c) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not terminate and cannot be revoked and the trust created hereby shall not wind up, dissolve, liquidate or terminate for so long as any amounts remain outstanding under the Loan and the lien of the Loan and Security Agreement has not been released.

(d) Except as provided in this Section 12.01, none of the Depositor or any Owner shall be entitled to revoke or terminate the Trust.

ARTICLE XIII.

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL TRUSTEES

13.01. Resignation of Owner Trustee; Appointment of Successor.

(a) The Owner Trustee may resign at any time by giving at least 60 days’ prior written notice to the Board of Managers, such resignation to be effective on the acceptance of appointment by a successor Owner Trustee under Section 13.01(b) hereof approved by the Board of Managers. In addition, the Board of Managers may at any time remove the Owner Trustee without cause by an instrument in writing delivered to the Owner Trustee, such removal to be effective upon the acceptance of appointment by a successor Owner Trustee under Section 13.01(b) hereof approved by the Board of Managers. In case of the resignation or removal of the Owner Trustee, the Board of Managers shall use its best efforts promptly to appoint a successor Owner Trustee by an instrument signed by the Board of Managers. If no successor Owner Trustee shall have been appointed within 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee may, at the expense of the Owner(s), petition a court of competent jurisdiction for the appointment of a successor Owner Trustee. At all times, at least one trustee serving on such board of trustees shall be a resident of the State of Delaware. To the extent that the board of trustees is required to take action with respect to matters concerning the Trust, the board of trustees shall act by majority vote, with each member of the board having voting rights in proportion to the Ownership Percentage of the Owner appointing such member.

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(b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and Board of Managers an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named the Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held or subsequently received by such predecessor Owner Trustee upon the trusts herein expressed.

(c) Notwithstanding anything herein to the contrary, the Trust shall at all times have at least one trustee which meets the requirements of Section 3807(a) of the Act.

(d) Any entity into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any entity to which substantially all the corporate trust business of the Owner Trustee may be transferred shall, subject to the terms of Section 13.01(c) hereof, be the Owner Trustee under this Agreement without further action.

13.02. Appointment of Additional Trustees.

(a) At any time or times for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if the Owner Trustee otherwise deems such appointment necessary for its own protection, the Board of Managers and the Owner Trustee shall have the power to appoint one or more individuals or corporations either to act as co-trustee, or co-trustees, jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person or Persons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirable, subject to the other provisions of this Section 13.02.

(b) Unless otherwise provided in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namely:

(i) All rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee;

(ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or

35

performed by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or separate trustees jointly, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees;

(iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee;

(iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise;

(v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02;

(vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;

(vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and

(viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof.

(c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every such written acceptance shall be filed with the Owner Trustee.

(d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.02.

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ARTICLE XIV.

MISCELLANEOUS

14.01. Supplements and Amendments. (a) This Agreement may be amended, and compliance with any provisions of this Agreement may be waived, only by a written instrument signed by the Owner Trustee at the time of such amendment; provided, however, that if any such amendment or waiver would have a material adverse effect on any Owner, such amendment or waiver will require the consent of any Owner so affected. Furthermore, if in the reasonable opinion of the Owner Trustee any instrument required to be executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument.

(b) Notwithstanding anything to the contrary in this Agreement, for so long as any amounts remain outstanding under the Loan and the lien of the Loan and Security Agreement has not been released, this Agreement may not be amended without the written consent of the Administrative Agent.

14.02. No Legal Title to Trust Property in Owners. The Owners shall not have legal title to any part of the Trust Property and shall only be entitled to receive distributions with respect to their Ownership Interest therein pursuant to Sections 6.02 and 6.06 hereof. No transfer, by operation of law or otherwise (other than as set forth in Article XII hereof), of any right, title and interest of any Owner in and to its Ownership Interest in the Trust Property hereunder shall operate to terminate this Agreement or the Trust or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Property.

14.03. Limitations on Rights of Others. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Bank, the Owner Trustee, the Depositor, the Owners and the Administrative Agent any legal or equitable right, remedy or claim in the Trust Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

14.04. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and delivered by hand, mailed by certified mail, postage prepaid, delivered by overnight courier, charges prepaid, or by facsimile transmission (to be followed in writing by one of the foregoing methods) addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto in accordance with this Section:

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If to the Owner Trustee:

U.S. Bank Trust, N.A.

300 Delaware Ave., 9^th Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Administration

Facsimile No.: (302) 576-3717

with a copy to (which shall not constitute notice):

Potter Anderson & Corroon

1313 N. Market Street

P.O. Box 951

Wilmington, DE 19899-0951

Telephone No.: (302) 984-6114

Facsimile No.: (302) 778-6114

Email address: swaxman@potteranderson.com

If to an Owner, addressed to such Owner at the address set forth for such Owner in the register maintained by the Owner Trustee.

If to Medallion Funding Corp.:

Medallion Funding Corp.

437 Madison Avenue

New York, New York 10022

Attention: President

Telephone No.: (212) 328-2100

Facsimile: (212) 328-2121

Whenever any notice in writing is required to be given hereunder, such notice shall be deemed given and such requirement satisfied when such notice is hand delivered, mailed by certified mail, postage prepaid, delivered to an overnight courier service, charges prepaid or sent by facsimile and electronically confirmed, in each case addressed as provided above.

14.05. Severability. Any provision of this Agreement 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 hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.06. Separate Counterparts. This Agreement may be executed by the parties hereto 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.

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14.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Owner Trustee, the Bank, the Depositor and each Owner and their respective successors and permitted assigns, and no other person except the Administrative Agent shall acquire or have any right under or by virtue of this Agreement, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by an Owner shall bind the successors and assigns of such Owner.

14.08. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

14.09. Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR AUTHORITIES AND POWERS OF THE OWNER TRUSTEE HEREUNDER AS SET FORTH OR REFERENCED IN THIS AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

14.10. Complete Agreement. This Agreement completely amends and restates the Original Trust Agreement in its entirety and constitutes the complete agreement between the parties with respect to the subject matter hereof and may not be modified except as provided herein.

14.11. No Petition. The Owner Trustee, by entering into this Agreement, each Owner, by having previously accepted or, after the date hereof, by accepting a Trust Certificate and the Depositor by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or law.

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14.12. Consent to Jurisdiction/Service of Process. Consent to Jurisdiction/Service of Process. Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his, her, or its, as the case may be, right to bring any action in any other court.

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

U.S. BANK TRUST, N.A., in its individual capacity but only to the limited extent expressly set forth herein and as Owner Trustee
By:	/s/ Mildred F. Smith
Name:	Mildred F. Smith
Title:	Vice President
MEDALLION FUNDING CORP.
By:	/s/ Michael J. Kowalsky
Name:	Michael J. Kowalsky
Title:	President
By:	/s/ Alvin Murstein
Name:	Alvin Murstein
Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:

AT THE COMPANY:	AT ZLOKOWER COMPANY:
Medallion Financial Corp.
437 Madison Avenue – 38th floor
New York, New York 10022
Andrew M. Murstein, President	Public Relations
Larry D. Hall, CFO	Harry Zlokower/Dave Closs
1-212-328-2100	1-212-447-9292
1-877-MEDALLION

FOR IMMEDIATE RELEASE

December 20, 2006

Medallion Financial Enters Into New Credit Facility

NEW YORK, N.Y. – December 20, 2006 — Medallion Financial Corp. (NASDAQ: TAXI), a specialty finance company with a leading position servicing the taxi industry and other niche markets in small business and consumer lending, announced today that, through a special purpose subsidiary, it has entered into a new commercial paper conduit facility agreement administered by Citicorp North America, Inc. The facility will complement the Company’s existing facility by providing the Company with greater liquidity and lower funding costs to finance its growing taxi medallion portfolio. The facility covers taxicab medallion lending in New York City as well as Boston, Chicago and other cities throughout the United States. The facility amount is $125,000,000 initially and may be increased to $500,000,000 with lender approval.

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Financing through the conduit lender will be provided for 364 days, and if not renewed by the conduit lender, will be provided by the committed lender for two additional years.

Andrew Murstein, President of Medallion Financial stated, “We could not be more pleased with this new transaction and our new credit relationship with Citibank. We are excited about the opportunity to bring another high-quality committed lender into our stable of funding sources. This is a reflection of many positive factors, including how well our existing medallion lending facility has performed to date, and the continued improved financial health and prospects of Medallion Financial.”

Larry Hall, Medallion Financial’s Chief Financial Officer, stated, “Over the last three years, we have grown our taxicab medallion portfolio by 75%, and medallion prices have increased more than 60% in the same period. Our current portfolio of medallion loans exceeds $500,000,000. This new credit facility insures we have the funding necessary to effectively grow the portfolio over the years ahead. In addition to our strong internally generated growth, we understand the City of New York, will likely auction up to 150 additional wheelchair accessible medallions next year which we intend to support by providing financing to qualified borrowers.”

Medallion Financial Corp. is a specialty finance company with a leading position in the origination and servicing of loans financing the purchase of taxicab medallions and related assets. The Company also originates and services commercial and consumer loans, provides refinancing for small businesses in niche industries. The Company and its subsidiaries have lent over $2.5 billion to its taxicab, commercial, and consumer customers.

Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, costs, sales, net investment income, earnings, and growth. The Company’s actual results may differ significantly

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from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those factors discussed under the heading “Risk Factors” in the Company’s 2005 Annual Report on Form 10-K.