10.09.
Limitation of Liability 68.
75
Section 10.10.
No Proceedings 68.
75
Section 10.11.
Recourse Against Certain Parties 68.
75
Section 10.12.
Execution in Counterparts; Severability; Integration 69.
76
Section 10.13.
Confidentiality.
6976
Section 10.14.
Limitation on Payments 70.
77
Section 10.15.
Periodic Due Diligence Review.
7078
Section 10.16.
Usury Savings Clause 72.
79
Section 10.17.
USA Patriot Act 72.
79
LIST OF SCHEDULES AND EXHIBITS
Schedules
SCHEDULE I
ELIGIBILITY CRITERIA; APPLICABLE ADVANCE RATE PERCENTAGES SCHEDULE
II
STANDARD FORM MEDALLION LOAN DOCUMENTS SCHEDULE III
CHIEF EXECUTIVE
OFFICES; FEDERAL EMPLOYER IDENTIFICATION NUMBERS; PRESENT AND FORMER NAMES
SCHEDULE IV
CREDIT AND COLLECTION POLICY SCHEDULE V
UNDERWRITING
GUIDELINES SCHEDULE VI
CONDITION PRECEDENT DOCUMENTS FOR THE INITIAL
BORROWING SCHEDULE VII
FILING JURISDICTIONS SCHEDULE VIII
PARENT
SUBSIDIARIES SCHEDULE IX
PRICING REPORTS
iv
SCHEDULE X
PERMITTED JUNIOR PARTICIPANTS SCHEDULE XI
APPROVED JUNIOR
PARTICIPATION AGREEMENTS
v
Exhibits
EXHIBIT A-1
FORM OF DAILY BORROWING BASE CERTIFICATE EXHIBIT A-2
FORM OF
INTERIM BORROWING BASE CERTIFICATE EXHIBIT B
FORMS OF LOCKBOX ACCOUNT CONTROL
AGREEMENT EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE EXHIBIT D
FORM OF
COMMERCIAL PAPER REMITTANCE REPORT EXHIBIT E
FORM OF TAX CERTIFICATE EXHIBIT
F
FORM OF NOTICE OF BORROWING AND PLEDGE EXHIBIT G
FORM OF APPROVED JUNIOR
PARTICIPATION AGREEMENTS EXHIBIT H
FORM OF JUNIOR PARTICIPATION SUPPLEMENTAL
AGREEMENT EXHIBIT I
FORM OF POWER OF ATTORNEY EXHIBIT J
FORM OF
SUBORDINATION AGREEMENT
vi
THIS LOAN AND SECURITY AGREEMENT is made as of December 12, 2008, among TAXI
MEDALLION LOAN TRUST III, a Delaware statutory trust, as the Borrower, AUTOBAHN
FUNDING COMPANY LLC, a Delaware limited liability company, as the LenderConduit
Lender (prior to its cessation in its sole discretion as a Conduit Lender and
Lender pursuant to Section 10.04), and DZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as the Agent and as the
Committed Lender.
PRELIMINARY STATEMENTS
A. The Borrower may from time to time request the LenderLenders to make Advances
hereunder, the proceeds of which will be used to purchase Medallion Loans. The
Lender hasLenders have agreed to make such Advances on the terms and conditions
set forth herein in an aggregate amount not to exceed at any one time
outstanding the Maximum Facility Amount.
B. To secure its obligations hereunder and under the other Loan Documents, the
Borrower has agreed to grant to the Agent, for the benefit of the Secured
Parties, a security interest in the Medallion Loans and the other Collateral.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Certain Defined Terms.
As used in this Agreement and its schedules and exhibits, 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):
"17g-5 Representative" means any deal team officer within the New York Asset
Securitization Group of DZ Bank.
"Accepted Servicing Practices" has the meaning specified in the Servicing
Agreement.