MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

Exhibit 10.3

EXECUTION COPY

MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

between

MEDALLION FUNDING CORP.,

as Transferor,

and

TAXI MEDALLION LOAN TRUST III,

as Transferee

Dated as of December 12, 2008

TABLE OF CONTENTS

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MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT

Dated as of December 12, 2008

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

PRELIMINARY STATEMENTS

A. 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.

B. 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.

C. The Transferor wishes from time to time to offer to sell Medallion Loans and Related Assets to the Transferee.

D. The Transferee desires to procure such Medallion Loans and Related Assets from the Transferor.

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 12, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the " Loan Agreement "), by and among the Transferee, Autobahn Funding Company LLC (the " Lender "), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, as Agent (the " Agent ");

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.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. 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):

" Affiliated Loan Sale Agreement " and " Affiliated Loan Sale Agreements " has the provided for in Section 5.01(i).

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" Agent " has the meaning provided for in the Preliminary Statements.

" Agreement " means 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 " means a day of the year (other than a Saturday or a Sunday) on which (a) banks are not authorized or required to close in New York City and The Depositary Trust Company of New York is open for business and (b) if the term "Business Day" is used in connection with the determination of the LIBO Rate, dealings in dollar deposits are carried on in the London interbank market.

" Capital Medallion Loans " means the Medallion Loans and Related Assets conveyed by Medallion Capital to the Transferor through the Medallion Capital Loan Sale Agreement.

" Closing Date " means December 15, 2008.

" Contributed Medallion Loan " means any Medallion Loan conveyed by the Transferor to the Transferee pursuant to a Contribution.

" Contribution " means any acceptance of a contribution by the Transferee or Medallion Loans and Related Assets from the Transferor pursuant to Article II.

" Eligible Medallion Loan " means a Medallion Loan that satisfies all of the criteria set forth on Exhibit D to this Agreement.

" Executive Orders " has the meaning provided for in Section 4.01(v).

" Financial Medallion Loans " means the Medallion Loans and Related Assets conveyed by Medallion Financial to the Transferor through the Medallion Financial Loan Sale Agreement.

" Freshstart " means Freshstart Venture Capital Corp., a New York corporation.

" Freshstart Loan Sale Agreement " means 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 " means the Medallion Loans and Related Assets conveyed by Freshstart to the Transferor through the Freshstart Loan Sale Agreement.

" Ineligible Medallion Loan " has the meaning provided for in Section 8.02(a) of this Agreement.

" Lien " means 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.

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" Loan Agreement " has the meaning provided for in the Preliminary Statements.

" Medallion " means a medallion or other license (i) that was issued by a municipality in New York, New York, Chicago, Illinois, Boston, Massachusetts, Cambridge, Massachusetts, Miami-Dade, Florida, Newark, New Jersey, Philadelphia, Pennsylvania, Somerville, MA or another location which the 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 " means Medallion Capital, Inc., a Minnesota corporation.

" Medallion Capital Loan Sale Agreement " means 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.

" Medallion Financial " means Medallion Financial Corp., a Delaware corporation.

" Medallion Financial Loan Sale Agreement " means 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 " means 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 to the Transferor pursuant to Section 8.02 of this Agreement shall cease to be a Medallion Loan as of the date of such retransfer.

" Medallion Loan Documents " means, 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.

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" Medallion Loan Schedule " means a schedule initially attached to the Transfer Agreement dated as of the Closing Date setting forth the Medallion Loans sold or contributed to the Transferee on the Closing Date, as supplemented from time to time to reflect the Medallion Loans sold or contributed to the Transferee following the Closing Date pursuant to the Transfer Agreements and modified to reflect the release of any Medallion Loan from the Lien of the Loan Agreement in accordance with the Loan Documents.

" Monthly Settlement Date " means the second Business Day of each calendar month.

" Non-Borrower Affiliate " means any Affiliate of the Transferor other than the Borrower.

" Obligor " means, 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 " means any promissory note evidencing the indebtedness of an Obligor under a Medallion Loan, together with any modifications thereto.

" OFAC " has the meaning provided for in Section 4.01(v).

" OFAC Laws and Regulations " has the meaning provided for in Section 4.01(v).

" Opinion of Counsel " means 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.

" Outstanding Balance " of any Medallion Loan at any time means the then outstanding principal balance thereof.

" Permitted Participation Interest " means a participation interest in a Medallion Loan that is (i) subordinated to the rights of the Transferee therein, as the case may 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.

" Product Information " has the meaning provided for in Section 9.11.

" Purchase " means any purchase by the Transferee of Medallion Loans and Related Assets from the Transferor pursuant to Article II.

" Purchased Medallion Loan " means any Medallion Loan conveyed by the Transferor to the Transferee pursuant to a Purchase.

" Purchase Price " has the meaning provided for in Section 2.02(b).

" Records " means 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 Medallion Loan Documents, maintained with respect to Medallion Loans and the related Obligors.

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" Related Assets " means 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 Medallion 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.

"Senior Indebtedness " means, collectively, all Secured Obligations.

" SPV Finance Vehicle " means the borrower under the Taxi I Loan Agreement, the borrower under the Taxi II Loan Agreement or any other direct or indirect subsidiary of Medallion Financial established to obtain financing secured by assets originated or purchased by a Core Related Party where the amount outstanding with respect to such financing equals or exceeds $10,000,000.

" Termination Date " means 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 days prior to such specified date.

" Termination Event " has the meaning provided for in Section 7.01.

" Transaction " has the meaning provided for in Section 9.10.

" Transfer " means a Purchase or Contribution.

" Transfer Agreement " means an agreement in the form of the agreement included herein as Exhibit A, each of which Transfer Agreement shall be deemed to supplement this Agreement upon execution and delivery of such Transfer Agreement pursuant to the terms hereof.

" Transfer Date " means any day on which Medallion Loans are to be transferred from the Transferor to the Transferee hereunder, whether pursuant to a Purchase or a Contribution.

" Transferee " has the meaning provided for in the preamble hereto.

" Transferor " has the meaning provided for in the preamble hereto.

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" Transferor Obligations " has the meaning provided for in Section 9.14(b).

" Transferor Representative " has the meaning provided for in Section 9.10.

" UCC " means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

Section 1.02. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the Uniform Commercial Code in the State of New York, as in effect on the date hereof and not specifically defined herein, are used herein as defined in such Article 9. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" means articles and sections of, and schedules and exhibits to, this Agreement. Headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Any reference to any law, rule or regulation shall be deemed to be a reference to such law, rule or regulation as the same may be amended or re-enacted from time to time. Any reference to any Person shall include its successors and permitted assigns. The terms "include" or "including" mean "include without limitation" or "including without limitation."

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 mean "to but excluding."

ARTICLE II.

AMOUNTS AND TERMS OF PURCHASES

Section 2.01. Loan Transfer 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 make a Purchase or accept a Contribution of any such loans. On the terms and conditions hereinafter set forth, the Transferee may in its sole discretion Purchase or accept Contribution of 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 Transfer 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 make a Purchase or accept a Contribution of any Medallion Loans or Related Assets at any time.

(b) It is the intention of the parties hereto that each Transfer 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 or the Contributed Medallion Loans and the Related Assets of both. 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.

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(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 a security agreement and the conveyance provided for in Section 2.01(a) shall 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 Medallion 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, 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 to secure prompt payment and performance of all obligations of the Transferor under or in connection with this Agreement and each other Loan Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent.

(d) In view of the intention of the parties hereto that the Transfers made hereunder shall constitute sales or contributions, as applicable of such Medallion Loans, in each case rather than a loan secured by such Medallion Loans, the Transferor agrees to note on its financial statements and in its books, records and computer files that such Medallion Loans and Related Assets have been sold or contributed to the Transferee, mark its master data processing records relating to the Medallion Loans with a legend, acceptable to the Transferee and the Agent, evidencing that the Transferee has acquired such Medallion on or prior to the related Transfer Date, treat such transfers as sales or contributions, as applicable, for tax and accounting purposes, and respond to any inquiries made by third parties as to the ownership of such Medallion Loans that such assets have been sold or contributed to, and are owned by, the Transferee.

(e) In furtherance of each Transfer, 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 Transfer shall be identified, and which Transfer Agreement shall be deemed to supplement this Agreement.

Section 2.02. Transfers from the Transferor.

(a) The initial Transfer shall be made on the Closing Date, provided that a notice requesting such Transfer (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 Transfer. Each subsequent Transfer 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 Agent, at least one 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 Transfer.

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(b) The purchase price (the " Purchase Price ") for Purchased Medallion Loans (together with Related Assets) shall be the Outstanding Balance of such Medallion Loans on the Transfer 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 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 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 conveyed to the Transferee as Purchased Medallion Loans rather than Contributed Medallion Loans; provided , however , that Contributed Medallion Loans shall otherwise constitute Medallion Loans (other than Purchased Medallion Loans) for purposes of this Agreement. The Transferor and the Transferee hereby agree to note any such Contribution on their respective financial statements. The Transferor and the Transferee shall notify the Agent in writing, prior to any applicable Transfer Date, if for any reason the Transferee will not have sufficient funds to pay the Purchase Price for any loans that are the subject of a Transfer hereunder on such Transfer Date. In the absence of such notice, the Transferor shall be deemed to have made a Contribution to the Transferee of all such Medallion Loans for which the Purchase Price is not paid in full on such Transfer Date and such Medallion Loans shall constitute Contributed Medallion Loans hereunder.

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.

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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 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 (and such amounts are not reflected in the Purchase Price for such Medallion Loan), the Transferee shall remit such amounts to the Transferor within one Business Day of the Transferee’s receipt thereof.

Section 2.05. Dilution of Medallion Loans. If on any day the amount of any Medallion Loan which is the subject of a Transfer hereunder, or the amount of Collections on such Medallion Loan which the Transferee (as assignee of the Transferor) is entitled to receive and retain, is reduced or cancelled as a result of (a) any act or omission by any Person or any other event or circumstance whatsoever that existed or occurred on or prior to the Transfer Date for such Medallion Loan (excluding the bankruptcy of the Obligor or the Obligor’s financial ability to pay), (b) any act or omission of the Transferor (whether in its capacity as Servicer or otherwise) or any act or omission by any other Person taken or omitted to be taken with the consent or authorization of the Transferor that constitutes or results in a breach of a representation or warranty or other violation of the Loan Documents, whether such act or omission occurred prior to, on or after the Transfer Date for such Medallion Loan or (c) any setoff or claim asserted by any Obligor, or any other Person (whether such setoff or claim arises out of the same or a related transaction or an unrelated transaction) arising out of any act, omission, event or circumstance described in clause (a) or (b), the Transferor shall pay to the Transferee an amount equal to the amount of such reduction or cancellation; provided, however , that in no event shall the Transferor be required to pay more than the Borrowing Base Deficiency existing after giving effect to such reduction or cancellation.

ARTICLE III.

CONDITIONS OF PURCHASES

Section 3.01. Conditions Precedent to Initial Transfer. The initial Transfer hereunder is subject to the condition precedent that the Transferee shall have received on or before the date of such Transfer 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 Loan 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

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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 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;

(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

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(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 Transfers. Each Transfer (including the initial Transfer) from the Transferor by the Transferee shall be subject to the further conditions precedent that on the date of such Transfer, the following statements shall be true and the Transferor, by accepting the amount of such Transfer, 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 Transfer, 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, (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 Medallion Loan Documents related to the Medallion Loan included in such Transfer and (c) all Records related to such Medallion Loan and each other documents and instruments specified to be included therein in the form specified in the definition of "Medallion Loan File" and (ii) delivered to the Transferee a "Trust Receipt" (as defined in the Custodial Agreement) for each Medallion Loan;

(d) the Transferor shall have delivered to the Agent and the Transferee a duly executed copy of the related Transfer Agreement; and

(e) all conditions to the making of Advances under the Loan Agreement shall have been satisfied.

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 Transfer:

(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

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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 Loan 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 Loan 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 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 each of the Loan Documents to which it is a party. This Agreement and each of the Loan 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 is required in connection with the execution, delivery or performance by the Transferor of any Loan Document to which it is a party, or the validity or enforceability of any Loan 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.

(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 Loan Document to which the Transferor is a party or any of the other applicable documents forming part of the Medallion Loans and Related Assets.

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(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 Loan 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.

(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 Agreement.

(o) No Default . No Termination Event, Default or Event of Default has occurred and is continuing.

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(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 Loan Documents to which the Transferee is a party are similarly entering into the transactions contemplated by such other Loan 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.

(t) Loan 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 Loan 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 Loan 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