AUXILIOR CAPITAL PARTNERS, INC. LOAN AND SECURITY AGREEMENT NO. 1019386

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Certain confidential information contained in this document, marked by “[***]”, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential. Certain schedules (or similar attachments) also marked by “[***]” have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

 

AUXILIOR CAPITAL PARTNERS, INC.

 

LOAN AND SECURITY AGREEMENT NO. 1019386

 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2025, by and between AUXILIOR CAPITAL PARTNERS, INC. (together with its successors, assigns, and Participants, “Lender”), and, those certain wholly owned subsidiaries (each, an “SPV”) of ▇▇▇▇▇▇▇ Acquisition II LLC listed on Schedule B attached hereto (together with their successors and permitted assigns, “Borrower”).

 

▇▇▇▇▇▇▇▇ is desirous of obtaining a loan from ▇▇▇▇▇▇ and Lender is willing to make the loan to Borrower upon the terms and conditions set forth herein.

 

Capitalized terms used herein without definition shall have the meanings assigned to them in Schedule A attached hereto and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

 

1.
ADVANCE OF LOAN.

 

(a)
The Loan. On the terms and conditions hereinafter set forth, the parties agree that Lender shall lend to Borrower certain sums (the “Loan”). Time is of the essence.

 

(b)
Promissory Note. The obligation to repay the Loan hereunder shall be evidenced by one or more promissory notes payable by Borrower to the order of Lender in form and substance satisfactory to Lender (hereinafter collectively referred to as the “Promissory Note”).

 

2.
PAYMENTS AND PREPAYMENT OF LOAN.

 

(a)
Principal Payment. On each Payment Date, Borrower shall pay the aggregate principal payments owed with respect to the Loan as set forth in the Promissory Note; provided, however, on the Stated Maturity Date or date of acceleration of the Loan, Borrower shall repay in full the aggregate of then outstanding principal amount of the Loan plus all accrued and unpaid interest thereon, any prepayment fee applicable to the Loan as defined in the applicable Promissory Note(s) (“Prepayment Fee”) and all other amounts owed hereunder and under each Loan Document related to the Loan. Borrower shall pay accrued interest on the Loan on each Payment Date as provided in Section 2(d) hereof.

 

(b)
Prepayment. As set out on the applicable Promissory Note(s), Borrower shall have the right, on a Payment Date, upon thirty (30) days’ prior written notice to Lender, to prepay the Loan. If Borrower exercises its right of prepayment, Borrower shall pay to Lender the outstanding principal amount of the Loan, all accrued interest thereon, all other amounts owed under any Loan Document and any applicable Prepayment Fee, none of which shall be refundable.

 

(c)
Acceleration. Upon any acceleration of the Loan pursuant to this Agreement or any other Loan Document, Borrower shall immediately repay all (or if only a portion is accelerated thereunder, such portion of) the Loan then outstanding, including all accrued and unpaid interest thereon, plus the aggregate Prepayment Fee for the Loan and all other amounts owed under the Loan Documents.

 

(d) Interest. Borrower shall pay interest to Lender on the aggregate outstanding principal balance of the Loan at the rate specified in the Promissory Note (the “Loan Rate”). In no event will Lender charge interest at a rate that exceeds the highest rate of interest permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Interest shall be payable on the outstanding principal amount of the Loan on each Payment Date. If any payment due hereunder or under any other Loan Document is not received within five (5) days of its due date, Borrower shall pay a late charge equal to five percent (5.00%) of the amount in arrears.

 

 

(e) Default Rate. Effective upon the occurrence of any Default and for so long as any Default shall be continuing, the Loan Rate shall automatically be increased by three percent (3.00%) per annum (such increased rate, the “Default Rate”), and all outstanding Obligations, including unpaid interest, shall continue to accrue interest from the date of such Default at the Default Rate applicable to such Obligations.

 

(f) Payment Date. If any interest or any other payment to Lender under this Agreement becomes due and payable on a day other than a Business Day, such Payment Date shall be extended to the next succeeding Business Day (unless such next succeeding Business Day is in the next calendar month, in which case such payment date shall be the immediately preceding Business Day) and interest thereon shall be payable at the then applicable rate during such extension.

 

(g) Payment. Borrower shall make each payment under this Agreement without set-off, counterclaim or deduction and free and clear of all Taxes to such account or address as Lender shall specify from time to time in writing. If Borrower shall be required by law to deduct any Taxes from any payment to Lender under any Loan Document, then the amount payable to Lender shall be increased so that, after making all required deductions, Lender receives an amount equal to that which it could have received had no such deductions been made.

 

(h) Application of Payments. Borrower irrevocably agrees that ▇▇▇▇▇▇ shall have the continuing and exclusive right to apply any and all payments against the then due and payable Obligations in such order as Lender may deem advisable. So long as any Default has occurred and is then continuing, Lender is authorized to, and at its option may (without prior notice or precondition and at any time or times), but shall not be obligated to, make or cause to be made advances on behalf of Borrower for: (1) payment of all fees, expenses, indemnities, charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents, (2) the payment, performance or satisfaction of any of Borrower’s Obligations with respect to preservation of the Collateral, or (3) any premium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the making of any such advance causes the outstanding balance of the Loan to exceed the Maximum Amount and Borrower agrees to repay immediately, in cash, any amount by which the Loan exceeds the Maximum Amount.

 

3.
SECURITY. As security for the payment as and when due of the indebtedness of Borrower to Lender hereunder and under the Promissory Note (and any renewals, extensions and modifications thereof) and under any other agreement or instrument, both now in existence and hereafter created (as the same may be renewed, extended or modified), and the performance as and when due of all other Obligations of Borrower to Lender, both now in existence and hereafter created (as the same may be renewed, extended or modified), each SPV hereby grants to Lender a security interest in the vehicles set forth in the Schedule B opposite such SPV’s name (hereinafter collectively referred to as the “Collateral Schedule”) now or hereafter executed in connection with the Promissory Note, together with all related software (embedded therein or otherwise) and general intangibles (excluding any related taxi cab medallions), all additions, attachments, accessories and accessions thereto whether or not furnished by the supplier of the equipment, and any all replacements, substitutions and exchanges therefor and thereof and accessions thereto (the “Equipment”) and any and all Proceeds thereof (the “Collateral”). Each SPV agrees that, with respect to their Collateral, Lender shall have all of the rights and remedies of a secured party under the UCC. Each SPV hereby authorizes Lender to file UCC financing statements (“UCC Statements”) describing the Collateral Schedule. Without ▇▇▇▇▇▇’s prior written consent (which such consent shall not be unreasonably withheld or delayed), ▇▇▇▇▇▇▇▇ agrees not to file any corrective or termination statements or partial releases with respect to any UCC Statements filed by Lender pursuant to this Agreement.

 

4.
CONDITIONS PRECEDENT TO ▇▇▇▇▇▇’S OBLIGATION. The obligation of Lender to make the Loan as set forth in Section 1 hereof is expressly conditioned upon compliance by Borrower, to the reasonable satisfaction of ▇▇▇▇▇▇ and its counsel, of the following conditions precedent:

 

(a)
Advance. Concurrently with the execution hereof, or on or prior to the first date on which ▇▇▇▇▇▇ is to advance the Loan hereunder, Borrower shall cause to be provided to Lender, Resolutions of the Board of Directors/ managing body or validly authorized Executive Committee of Borrower, certified by the Secretary or an Assistant Secretary of Borrower, duly authorizing the borrowing of funds hereunder and the execution, delivery and performance of this Agreement, the Promissory Note and all related instruments and documents.

 

(b)
Each Advance. On each date on which Lender is to advance funds hereunder,

 

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(1)
If and to the extent requested by ▇▇▇▇▇▇, Borrower shall cause to be provided to Lender the following:

 

a.
A certificate executed by the Secretary or an Assistant Secretary of Borrower, certifying that the representations and warranties of Borrower contained herein remain true and correct as of such date, and that no Default or event which, with the giving of notice or the lapse of time, or both, would become a Default hereunder, has then occurred.

 

b.
Evidence satisfactory to Lender as to due compliance with the insurance provisions of Section 6(g) hereof.

 

c.
Photocopies of the invoice(s) or other evidence reasonably satisfactory to Lender, related to the acquisition cost of the Equipment to which such advance of the Loan relates; and, if requested by ▇▇▇▇▇▇, an appraisal of such Equipment in form and substance, and by an appraiser, acceptable to Lender.

 

d.
A Collateral Schedule describing the Equipment to which such advance of the Loan relates, duly executed on behalf of ▇▇▇▇▇▇▇▇.

 

e.
A Pay Proceeds Authorization in the amount of the Loan to be advanced on such date, duly executed on behalf of ▇▇▇▇▇▇▇▇.
f.
A Promissory Note in the amount of the Loan to be advanced on such date, duly executed on behalf of ▇▇▇▇▇▇▇▇, pursuant to Section 1 hereof.

 

g.
If applicable, within five (5) Business Days of the later of (i) the Closing Date and (ii) the date set forth in Section 5(g)(1)-(3) relating to an item of Equipment, such documents and instruments as reasonably may be required by ▇▇▇▇▇▇ in writing to note Lender as the registered lienholder on the certificate of title (the “Title Lien Notation Documents”) with respect to the Equipment to which such advance of the Loan relates.

 

(2)
Such filings shall have been made and other actions taken as reasonably may be required by ▇▇▇▇▇▇ in writing to perfect a valid, first priority security interest granted by ▇▇▇▇▇▇▇▇ to Lender with respect to the Collateral.

 

(3)
No Default or event which, with the giving of notice or lapse of time, or both, would become a Default hereunder shall have occurred.

 

(4)
No event shall have occurred which could have a Material Adverse Effect.

 

5.
REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that:

 

(a)
Business Existence. Borrower has the form of business organization, and is and will remain duly organized and validly existing in good standing under the laws of the jurisdiction, specified below the signature of Borrower; and is duly qualified and authorized to transact business and is in good standing wherever necessary to perform its Obligations under the Loan Documents, including each jurisdiction in which the Collateral is to be located.

 

(b)
Requisite Power and Authority. Borrower has the requisite power and authority to own or hold under lease its properties and to enter into and perform its Obligations hereunder; and the borrowing hereunder by ▇▇▇▇▇▇▇▇ from Lender, the execution, delivery and performance of the Loan Documents, (1) have been duly authorized by all necessary action consistent with Borrower’s form of organization; (2) do not require any approval or consent of any stockholder, member, partner, trustee or holders of any indebtedness or obligations of Borrower except such as have been duly obtained; and (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Borrower, or the organizational documents of Borrower, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien or encumbrance upon the property of Borrower under any agreement to which Borrower is a party or by which it or its property is bound.
(c)
No Consents or Approvals. Neither the execution and delivery by Borrower of the Loan Documents, nor the consummation of any of the transactions by Borrower contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal, state or

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foreign Governmental Authority or agency, except as provided herein.

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(d)
Enforceability. This Agreement constitutes, and all other Loan Documents when entered into will constitute, the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with the terms hereof and thereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally, and by applicable laws (including any applicable common law and equity) and judicial decisions which may affect the remedies provided herein and therein.

 

(e)
Litigation. There are no pending or threatened actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would have a Material Adverse Effect. Further, Borrower is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent which, either individually or in the aggregate, would have a Material Adverse Effect.

 

(f)
Not Real Property Fixtures. Under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures.

 

(g)
Validity and Priority of Security Interest. Upon payment in full of the acquisition cost of the Equipment, Borrower will have good and marketable title to the Equipment, free and clear of all Liens and encumbrances (excepting only the Lien of Lender). Upon the last to occur of: (1) delivery of an item of Equipment, (2) payment to the vendor of the acquisition cost of such item of the Equipment, (3) advance by Lender to Borrower of the Loan relating to such item of the Equipment, and (4) filing in the appropriate public office of a UCC financing statement naming Borrower as debtor, and Lender as secured party, and describing such item of the Equipment Lender will have a valid, perfected, first priority purchase money security interest in such item of the Equipment.

 

(h)
Financial Statements. The financial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with GAAP, and fairly present Borrower’s financial condition and the results of ▇▇▇▇▇▇▇▇’s operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no Material Adverse Effect on such conditions or operations.

 

(i)
Tax Returns and Payments. Borrower has filed or has caused to have been filed all federal, state and local tax returns which, to the knowledge of Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP. To the extent Borrower believes it advisable to do so; ▇▇▇▇▇▇▇▇ has set up reserves which are believed by Borrower to be adequate for the payment of additional taxes for years which have not been audited by the respective tax authorities.

 

(j)
No Violation of Law. Borrower is not in violation of any law, ordinance, governmental rule or regulation to which it is subject and the violation of which would have a Material Adverse Effect, and Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business.

 

(k)
Use of Proceeds. None of the proceeds of the Loan will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry, any “margin security” or “margin stock” within the meaning of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve System (herein called “margin security” and “margin stock”) or for any other purpose which might make the transactions contemplated herein a “purpose credit” within the meaning of Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes.
(l)
Business Information. The legal name, jurisdiction of organization, Federal Employer Identification Number and Organizational Number of Borrower, specified on the signature page hereof, are true and correct. Within the previous six (6) years, Borrower has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed to Lender in writing.

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(m)
Full Disclosure. No information contained in any Loan Document, the financial statements or any written statement furnished by or on behalf of Borrower under any Loan Document, or to induce Lender to execute the Loan Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

 

6.
COVENANTS OF BORROWER. Borrower covenants and agrees as follows:

 

(a)
Application of Proceeds. The proceeds of the Loan will be used exclusively for business or commercial purposes to finance the acquisition of the Equipment and/or to reimburse Borrower with respect to the acquisition cost of the Equipment.

 

(b)
Use of Collateral. Borrower shall use the Equipment solely in the Continental United States and in the conduct of its business and in a careful and proper manner; shall not permanently discontinue use of the Equipment; and shall provide written notice to Lender not more than thirty (30) days after any change of the location of any item of the Equipment (or the location of the principal garage of any item of the Equipment, to the extent that such item is mobile equipment) as specified on the applicable Collateral Schedule.

 

(c)
For Motor Vehicles. Borrower shall cause that portion of the Equipment comprised of certificate of title motor vehicles to be titled in the name of the applicable Borrower and as provided herein shall deliver to Lender the original certificate of title with respect to such Equipment. Borrower shall cause such Equipment to be registered in the name of Borrower, and shall take all actions as reasonably may be required to maintain such registration of such Equipment in the name of Borrower. Lender shall hold such original certificates of title and not file any Title Lien Notation Documents until ninety (90) days from the date hereof or such longer period as agreed to by the Lender in writing. In the event Borrower and Lender convert the Loan to a secured revolving credit facility, Lender shall promptly deliver the original certificates of title to Borrower in consideration for corresponding SUBI certificates in the applicable titling trust.

 

Except as otherwise provided herein, Borrower shall not dispose of or further encumber its interest in the Collateral without the prior written consent of Lender. Borrower shall maintain the Equipment free from all claims, Liens and legal processes of creditors of Borrower other than Liens (1) for fees, taxes, or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings which suspend the collection thereof (provided, however, that such proceedings do not involve any substantial danger of the sale, forfeiture or loss of the Equipment or any interest therein); (2) Liens of mechanics, materialmen, laborers, employees or suppliers and similar Liens arising by operation of law incurred by Borrower in the ordinary course of business for sums that are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof (provided, however, that such contest does not involve any substantial danger of the sale, forfeiture or loss of the Equipment or any interest therein); and (3) Liens arising out of any judgments or awards against Borrower which have been adequately bonded to protect ▇▇▇▇▇▇’s interests or with respect to which a stay of execution has been obtained pending an appeal or a proceeding for review (“Permitted Liens”). Borrower shall notify Lender immediately upon receipt of notice of any Lien, attachment or judicial proceeding affecting the Equipment in whole or in part.

 

(d)
Fees and Taxes; Maintenance. Borrower, at its own expense, will pay or cause to be paid all taxes and fees relating to the ownership and use of the Equipment and will keep and maintain, or cause to be kept and maintained, the Equipment in accordance with the manufacturer’s recommended specifications, and in as good operating condition as on the date of execution hereof (or on the date on which acquired, if such date is subsequent to the date of execution hereof), ordinary wear and tear resulting from proper use thereof alone excepted, and will make all modifications and improvements to the Equipment as are required by Applicable Law; and will provide all maintenance and service and make all repairs necessary for such purpose.

 

(e)
Loss or Damage. Borrower shall advise Lender in writing within ten (10) days of the end of each calendar quarter of the occurrence of any material damage, loss, theft, destruction or governmental confiscation or appropriation of any item of the Equipment (an “Event of Loss”) and of the circumstances and extent of such Event of Loss. Within five (5) days after receipt of notice from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall prepay the Obligations to the extent attributable to the unpaid portion of the Obligations funded with respect to the item of Equipment having suffered the total loss (as reasonably determined by Lender). If any item of Equipment is damaged and such damage can be repaired, Borrower shall promptly affect such repairs. All accessories, parts and replacements for or which are added to or become attached to the

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Equipment shall immediately be deemed incorporated in the Equipment and subject to the security interest granted by ▇▇▇▇▇▇▇▇ herein. Upon reasonable advance notice, ▇▇▇▇▇▇ shall have the right to inspect the Equipment and all maintenance records thereto, if any, at any reasonable time.

 

(f)
Personal Property. The parties intend that the Equipment shall remain personal property, notwithstanding the manner in which it may be affixed to any real property, and Borrower shall obtain and deliver to Lender (to be recorded at Borrower’s expense) from each Person having an interest in or Lien on the property (the “Premises”) where the Equipment is to be located, waivers of any Lien, encumbrance or interest which such Person might have or hereafter obtain or claim with respect to the Equipment.

 

(g)
Insurance. At its own expense, Borrower shall keep the Equipment or cause it to be kept insured in compliance with the requirements of the New York City Taxi & Limousine Commission for yellow taxi medallion operations. Borrower shall pay or cause to be paid the premiums therefor and, if requested by ▇▇▇▇▇▇, deliver to Lender evidence satisfactory to Lender of such insurance coverage within a reasonable time.

 

(h)
Further Assurances. Borrower shall promptly and duly execute and deliver to Lender such further documents, instruments and assurances and take such further action as Lender may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lender hereunder; including, without limitation, the execution and delivery of any document reasonably required, and payment of all necessary costs to record such documents (including payment of any documentary or stamp tax), to perfect and maintain perfected the security interest granted under this Agreement.

 

(i)
Notices to Lender. Borrower shall provide written notice to Lender: (1) not less than thirty (30) days prior to any contemplated change in the name, the jurisdiction of organization, or address of the chief executive office, of Borrower or of ▇▇▇▇▇▇▇▇’s organizational structure such that a filed financing statement would become seriously misleading (within the meaning of the UCC); and (2) promptly upon the occurrence of any event which constitutes a Default (as hereinafter defined) hereunder or which, with the giving of notice, lapse of time or both, would constitute a Default hereunder.

 

(j) Borrower shall furnish Lender (1) within one hundred twenty (120) days after the end of each fiscal year of Borrower, its balance sheet as at the end of such year, and the related statement of income and statement of changes in financial position for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and certified by independent certified public accountants of recognized standing selected by Borrower and reasonably aceptable to Lender; (2) within sixty (60) days after the end of each quarter (other than the final quarter) of ▇▇▇▇▇▇▇▇’s fiscal year, its balance sheet as at the end of such quarter and the related statement of income and statement of changes in financial position for such quarter, prepared in accordance with GAAP; and (3) within thirty (30) days after the date on which they are filed, all reports, forms and other filings required to be made by Borrower to the Securities and Exchange Commission (“SEC”) if any, as and when filed (by furnishing these SEC forms, or making them publicly available in electronic form, in each case, within the time periods set forth in clauses (1) and (2), Borrower shall be deemed to have satisfied the requirements of clauses (1), (2) and (3)). Upon the written request of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will deliver to Lender any additional information reasonably requested by ▇▇▇▇▇▇ relating to the Collateral and/or the general financial condition of Borrower.

 

(k) Notice of Bankruptcy. Borrower shall provide written notice to Lender of the commencement of proceedings under the Federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) involving Borrower as a debtor.

 

(l) Bank Secrecy Act, etc. (1) ▇▇▇▇▇▇▇▇ has been advised by ▇▇▇▇▇▇ that the USA Patriot Act establishes minimum standards of account information to be collected and maintained by ▇▇▇▇▇▇, and that to help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account; and specifically, this means that when Borrower executes this Agreement, Lender may ask for ▇▇▇▇▇▇▇▇’s name and address, the date of birth of the officers executing this Agreement, and other information that will allow ▇▇▇▇▇▇ to identify ▇▇▇▇▇▇▇▇; and that ▇▇▇▇▇▇ may also ask to see the driver’s license or other identifying documents of the officers of Borrower executing this Agreement. (2) Borrower is and will remain in full compliance with all Applicable Laws including, without limitation, (i) ensuring that no Person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (B) a Person designated under Sections 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other

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similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

 

(m) Indemnification. Borrower shall indemnify and defend Lender, its successors and assigns, and their respective directors, officers and employees, from and against any and all claims (including, without limitation, any applicable taxes and/or penalties attributable to such claims), actions and suits of any kind, nature or description whatsoever arising, directly or indirectly, in connection with any of the Collateral (other than such as may result from the gross negligence or willful misconduct of Lender, its successors and assigns, and their respective directors, officers and employees). The obligations of Borrower under this Section 6(m) shall survive the expiration of the term of this Agreement.

 

(n) Additional Covenants. Additional financial covenants are set forth in Schedule C.

 

(o) Joint and Several. Borrower’s obligations hereunder are joint and several.

 

7.
DEFAULT. A default shall be deemed to have occurred hereunder (“Default”) upon the occurrence of any of the following: (a) non-payment of an installment of principal and/or interest due under the Promissory Note on the applicable Payment Date within five (5) days after it is due; (b) non-payment of any other Obligation within five (5) days after it is due; (c) failure to maintain, use or operate the Equipment in compliance with Applicable Law which results in a Material Adverse Effect; (d) failure to obtain, maintain and comply with all of the insurance coverages required under this Agreement which results in a Material Adverse Effect; (e) any transfer or encumbrance, or the existence of any Lien, that is prohibited by this Agreement; (f) a payment or other default by Borrower or its Affiliates under any loan, lease, guaranty or other financial obligation to Lender or its Affiliates which default entitles the other party to such obligation to exercise remedies; (g) a payment or other default by Borrower or its Affiliates under any material loan, lease, guaranty or other material financial obligation to any third party which default has been declared after the lapse of any applicable grace and cure periods; (h) a material inaccuracy in any representation or breach of warranty by Borrower (including any materially false or misleading representation or warranty) in any financial statement or Loan Document, including any omission of any substantial contingent or unliquidated liability or claim against Borrower; (i) the failure by Borrower generally to pay its debts as they become due or its admission in writing of its inability to pay the same, or the commencement of any bankruptcy, insolvency, receivership or similar proceeding by or against Borrower or any of its properties or business (unless, if involuntary, the proceeding is dismissed within sixty (60) days of the filing thereof) or the rejection of this Agreement or any other Loan Document in any such proceeding; (j) Borrower shall (1) consummate into any transaction of merger or consolidation where Borrower is not the surviving entity (such actions being referred to as an "Event"), unless the surviving entity is organized and existing under the Laws of the United States or any state, and prior to such Event: (A) such Person executes and delivers to Lender (x) an agreement satisfactory to Lender, in its reasonable discretion, containing such Person's effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Borrower's Obligations having previously arisen, or then or thereafter arising, under any and all of the Loan Documents, and (y) any and all other documents, agreements, instruments, certificates, opinions and filings requested by ▇▇▇▇▇▇; and (B) Lender is satisfied as to the creditworthiness of such Person, and as to such Person's conformance to the other standard criteria then used by Lender when approving transactions similar to the transactions contemplated in this Agreement; (2) cease to do business as a going concern, liquidate, or dissolve; or (3) sell, transfer, or otherwise dispose of all or substantially all of its assets or property; (k) if Borrower is privately held and effective control of Borrower's voting capital stock/membership interests/partnership interests, issued and outstanding from time to time, is not retained by the present holders (unless Borrower shall have provided thirty (30) days' prior written notice to Lender of the proposed disposition and Lender shall have consented thereto in writing); (l) if Borrower is a publicly held corporation and there is a material change in the ownership of Borrower’s capital stock which results in a Material Adverse Effect; (m) there occurs a default or anticipatory repudiation under any guaranty executed in connection with this Agreement; (n) failure to satisfy the requirements of any financial covenants set forth in this Agreement (and such breach is not cured in accordance with Schedule C); or (o) breach by Borrower of Section 6(l) of this Agreement; or (p) breach by Borrower of any other covenant, condition or agreement (other than those in items (a)-(o)) under this Agreement or any of the other Loan Documents that continues for thirty (30) days after receipt by Borrower of Lender’s written notice to Borrower (but such notice and cure period will not be applicable unless such breach is curable by practical means within such notice period).

 

The occurrence of a Default with respect to any Promissory Note shall, at the sole discretion of Lender (as set forth in a written declaration to Borrower), constitute a Default with respect to any or all of the other Promissory Notes. Notwithstanding anything to the contrary set forth herein, Lender or its assignee(s) (as applicable) may exercise all rights and remedies hereunder or under a Promissory Note independently with respect to each Promissory Note and/or with

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respect to the Collateral collateralizing such Promissory Note.

 

8.
REMEDIES. Upon the occurrence of a Default hereunder, Lender may, at its option, declare this Agreement to be in default with respect to any or all of the Promissory Notes, and at any time thereafter may do any one or more of the following, all of which are hereby authorized by Borrower:

 

(a)
Rights and Remedies. If any Default shall occur and be continuing, ▇▇▇▇▇▇ may declare the unpaid principal amount of the Promissory Note together with accrued and unpaid interest thereon, and all other Obligations then outstanding to be immediately due and payable, whereupon the same shall become and be forthwith due and payable by Borrower to Lender, without presentment, demand, protest or notice of any kind, all of which are expressly waived by Borrower; provided, that, in the case of any Default referred to in Section 7(i), the unpaid principal amount of the Promissory Note together with accrued and unpaid interest thereon, and all other Obligations then outstanding shall be automatically and immediately due and payable by Borrower to Lender without notice, presentment, demand, protest or other action of any kind, all of which are expressly waived by Borrower. Upon the occurrence and during the continuation of any Default, then in each and every case, Lender shall be entitled to exercise any and all rights and remedies of a secured party under the UCC in effect in any applicable jurisdiction at the date of this Agreement and in addition to those rights, at its sole discretion, may require Borrower (at Borrower’s sole expense) to forward promptly any or all of the Collateral to Lender at such location as shall reasonably be required by Lender, or enter upon the premises where any such Collateral is located (without obligation for rent) and take immediate possession of and remove the Collateral by summary proceedings or other method permitted by applicable law, all without liability from Lender to Borrower for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise.

 

(b)
Disposition of Collateral. Subject to any right of Borrower to redeem the Collateral, sell, lease or otherwise dispose of any or all of the Collateral in a commercially reasonable manner at public or private sale with notice to Borrower (the parties agreeing that ten (10) days’ prior written notice shall constitute adequate notice of such sale) at such price as it may deem best, for cash, credit, or otherwise, with the right of Lender to purchase and apply the proceeds:

 

First, to the payment of all expenses and charges, including the expenses of any sale, lease or other disposition, the expenses of any taking, actual, out-of-pocket attorneys’ fees, court costs and any other expenses incurred or advances made by Lender in the protection of its rights or the pursuance of its remedies, and to provide adequate indemnity to Lender against all taxes and Liens which by law have, or may have, priority over the rights of Lender to the monies so received by ▇▇▇▇▇▇;

 

Second, to the payment of the Obligations; and

 

Third, to the payment of any surplus thereafter remaining to Borrower;

 

and in the event that the proceeds are insufficient to pay the amounts specified in clauses “First” and “Second” above, Lender may collect such deficiency from Borrower.

 

(c)
Other Rights and Remedies. Lender may exercise any other right or remedy available to it under the Loan Documents or Applicable Law, or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Agreement in whole or in part.

 

(d)
Costs and Expenses; No Remedy Exclusive. In addition, Borrower shall be liable for any and all unpaid additional sums due hereunder or under the Promissory Note, before, after or during the exercise of any of the foregoing remedies; for all reasonable legal fees and other reasonable costs and expenses incurred by reason of any Default or of the exercise of ▇▇▇▇▇▇’s remedies with respect thereto. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative, and shall be in addition to any other remedy referred to above or otherwise available at law or in equity, and may be exercised concurrently or separately from time to time. Borrower hereby waives any and all existing or future claims to any offset against the sums due hereunder or under the Promissory Note and agrees to make the payments regardless of any offset or claim which may be asserted by Borrower or on its behalf in connection with this Agreement.

 

(e)
No Waiver. The failure of Lender to exercise, or delay in the exercise of, the rights granted hereunder

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upon any Default by Borrower or its Affiliates shall not constitute a waiver of any such right upon the continuation or recurrence of any such Default. Lender may take or release other security; may release any party primarily or secondarily liable for the Obligations; may grant extensions, renewals or indulgences with respect to the Obligations and may apply any other security therefor held by it to the satisfaction of the Obligations without prejudice to any of its rights hereunder.

 

9.
NOTICES. All notices (excluding ▇▇▇▇▇▇▇▇ and communications in the ordinary course of business) hereunder shall be in writing, personally delivered, sent by overnight courier service, sent by facsimile telecopier, or sent by certified mail, return receipt requested, addressed to the other party at its respective address stated below the signature of such parties or at such other addresses as such parties shall from time to time designate in writing to the other parties; and shall be effective from the date of receipt.

 

10.
▇▇▇▇▇▇’S RIGHT TO PERFORM FOR BORROWER. (a) Performance and Reimbursement. If Borrower fails to perform or comply with any of its agreements contained herein, Lender shall have the right, but shall not be obligated, to effect such performance or compliance, and the amount of any actual, out-of-pocket expenses and other reasonable expenses of Lender thereby incurred, together with interest thereon at the Default Rate, shall be due and payable by Borrower upon written demand.

 

(b) Power of Attorney. So long as any Default has occurred and is then continuing, Borrower hereby appoints Lender as ▇▇▇▇▇▇▇▇’s attorney-in-fact (which power shall be deemed coupled with an interest) to execute, endorse and deliver any deed, conveyance, assignment or other instrument in writing as may be required to vest in Lender any right, title or power which by the terms hereof are expressed to be conveyed to or conferred upon ▇▇▇▇▇▇, including, without limitation, real property waivers, and documents and checks or drafts relating to or received in payment for any loss or damage under the policies of insurance required hereby, but only to the extent that the same relates to the Collateral.

 

11.
This Agreement shall inure to the benefit of Lender, its successors and assigns, and shall be binding upon the successors of ▇▇▇▇▇▇▇▇. Without ▇▇▇▇▇▇’s prior written consent, which shall not be unreasonable withheld, the rights and Obligations of Borrower under this Agreement may not be assigned or delegated. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, ▇▇▇▇▇▇’s rights and obligations hereunder, in the Promissory Notes, in the Collateral and/or the Obligations held by it to others at any time and from time to time subject to the Borrowers consent (which consent shall not be, except in the case of a sale, assignment, transfer or a participation to a Disqualified Institution or Competitor, unreasonably withheld, conditioned or delayed by the Borrower); and Lender may disclose to any such purchaser, assignee, transferee or participant (the “Participant”), or potential Participant, this Agreement and all information, reports, financial statements and documents executed or obtained in connection with this Agreement which Lender now or hereafter may have relating to the Loan, Borrower, or the business of Borrower. Borrower hereby grants to any Participant all Liens, rights and remedies of Lender under the provisions of this Agreement or any other documents relating hereto or under applicable laws. ▇▇▇▇▇▇▇▇ agrees that any Participant may enforce such Liens and exercise such rights and remedies in the same manner as if such Participant were Lender and a direct creditor of Borrower. Upon the request of any Participant, ▇▇▇▇▇▇▇▇ agrees to promptly execute and deliver to Participant an acknowledgment of the assignment, transfer or sale of participation interest, in form and substance satisfactory to Participant.

 

12.
CHOICE OF LAW; JURISDICTION; WAIVER OF JURY TRIAL. (a) GOVERNING LAW. THIS AGREEMENT AND ALL OTHER RELATED INSTRUMENTS AND DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, IN ALL RESPECTS, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.

 

(b)
Jurisdiction. The parties agree that any action or proceeding arising out of or relating to this Agreement may be commenced in any state or Federal court of competent jurisdiction in the State of New York, and each party submits to the jurisdiction of such court and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address designated pursuant hereto, or as otherwise provided under the laws of the State of New York.

 

(c)
WAIVER OF JURY TRIAL. BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY

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PERTAINING TO THIS AGREEMENT OR THE PROMISSORY NOTE. BORROWER AUTHORIZES ▇▇▇▇▇▇ TO FILE THIS PROVISION WITH THE CLERK OR JUDGE OF ANY COURT HEARING SUCH CLAIM. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY ▇▇▇▇▇▇▇▇ AND BORROWER HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND THE PROMISSORY NOTE AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

 

13.
MISCELLANEOUS. (a) Entire Agreement. The Loan Documents and the Commitment Letter constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and shall not be amended or altered in any manner except by a document in writing executed by both parties.

 

(b)
Survival. All representations, warranties, and covenants of Borrower contained herein or made pursuant hereto shall survive closing and continue throughout the term hereof and until the Obligations are satisfied in full.

 

(c)
Severability. Any provision of the Loan Documents 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 or thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, Borrower hereby waives any provision of law which renders any provision hereof or thereof prohibited or unenforceable in any respect.

 

(d)
Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

 

(e)
Expenses. Borrower agrees to pay or reimburse Lender for all reasonable costs and expenses (including the reasonable fees and expenses of all counsel, advisors, consultants and auditors retained in connection therewith), incurred in connection with: (1) the preparation, negotiation, execution, delivery, performance and enforcement of the Loan Documents and the preservation of any rights thereunder (including, without limitation, filing or recording fees and taxes); (2) collection, including deficiency collections; (3) any amendment, waiver or other modification waiver of, or consent with respect to, any Loan Document or advice in connection with the administration of the Loan or the rights thereunder; (4) any litigation, dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, Borrower or any other Person), and an appeal or review thereof, in any way relating to the Collateral, any Loan Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (5) any effort (i) to monitor the Loan, (ii) to evaluate, observe or assess Borrower or the affairs of such Person, and (iii) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral.

 

(f)
Counterparts. This Agreement and all of the other Loan Documents may be executed in counterparts. Photocopies, electronic or facsimile transmissions of signatures shall be deemed original signatures and shall be fully binding on the parties to the same extent as original signatures.

 

(g)
Confidentiality.

(i) Confidentiality Obligation. Neither the Lender, on the one hand, nor the MCC entities, on the other hand, shall publish or otherwise disclose any confidential and proprietary information concerning the other parties, and their respective Affiliates and their businesses (collectively, "Confidential Information"), to any Person.

(ii) Permitted Disclosures. Notwithstanding anything to the contrary above, each party may disclose the Confidential Information:

 

1.
to its Affiliates, liquidity providers, liquidity agents, and to its own (and their respective Affiliates', liquidity providers', liquidity agents') partners, agents, trustees, administrators, managers, service providers,

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directors, officers, employees, accountants, counsel and other professional advisors, equity owners and investors (it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, and have agreed to keep the Confidential Information confidential, or are bound by obligations of confidentiality to receiving party, which would restrict disclosure of Confidential Information in contravention of the provisions of the Section (collectively, such Persons, the "Affiliated Parties," and any such Person, an "Affiliated Party");
2.
to the extent required by Applicable Law, court order, summons, subpoena or other legal process, or in connection with any litigation;
3.
to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority);
4.
to any other Person involved as a party in the Loan;
5.
to the extent that such information:
A.
was or becomes available to, and readily obtainable by, such party on a non-confidential basis from a source other than applicable party receiving such information or its Affiliated Parties that is not known to be subject to a confidentiality obligation to the party disclosing such information or an affiliate thereof;
B.
has been independently acquired or developed by any such party without utilizing any Confidential Information or violating any of their respective obligations under this Agreement; or
C.
becomes publicly available and readily obtainable other than as a result of a breach of this Section;
D.
in connection with the exercise of any right or remedy under any Transaction Document, including the sale, lease, or other disposition of Collateral after default;
E.
to any participant or assignee or any Lender or any prospective such participant or assignee (provided that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure); or
F.
otherwise with the prior consent of the other Parties;

(iii) Certain Duties. The Lender, on the one hand, and the MCC entities, on the other hand, agree to use the same efforts to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information of a similar nature.

(iv) Obligations Regarding MNPI. To the extent that the Lender, or its Affiliated Parties, receives from any MCC entity any Confidential Information that constitutes material non-public information, as defined under Regulation FD promulgated under the Exchange Act ("MNPI"), related to the MCC entities during the term of the Facility:

1.
The Lenders hereby acknowledges that it understands that (A) the Confidential Information described by this Agreement may contain or constitute MNPI concerning MCC; and (B) trading, directly or indirectly, in MCC's securities while in possession of MNPI or communicating the Confidential Information to any other person who trades in such securities could subject the Lenders, or its Affiliated Parties to liability under the

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U.S. federal and state securities laws related to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and similar matters, including Rule 10b-5 promulgated under the Exchange Act ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Laws") (it being understood that, under applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Laws a party may not be considered to be in possession of MNPI in connection with a trade where, in accordance with its internal procedures, such information is not available for use in connection with such trade); and
2.
The Lender hereby agrees that, until the MNPI is publicly announced it, and its respective Affiliated Parties (A) will not, directly or indirectly, trade or effect any transaction in MCC's securities (including entering into hedge transactions involving MCC's securities) on the basis of MNPI unless and until the lender or such Affiliated Party, as the case may be, can do so in compliance with applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Laws, and (B) will not convey any of the Confidential Information that it has received to any other person outside of the Affiliated Parties in a manner that would violate applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Laws. The Lender covenants that until the public disclosure of the MNPI, it will maintain the confidentiality of the MNPI in accordance with this Section; provided, however, that, any disclosure of the MNPI may be made by the Lender to its respective Affiliated Parties in accordance with this Section.

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

AUXILIOR CAPITAL PARTNERS, INC. The Entities Listed on Schedule B

Lender Each Borrower by its sole member, ▇▇▇▇▇▇▇ Acquisition II LLC

 

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Chief Legal Officer Title: CFO

Address: ______________________ Address:____________________

Email: ________________________ Email: _____________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SCHEDULE A DEFINITIONS

Capitalized terms used in this Agreement and the other Loan Documents shall have (unless otherwise provided elsewhere in this Agreement or in the Loan Documents) the following respective meanings:

 

 

“Affiliate” means, with respect to any Person: (i) each other Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, fifty percent (50%)] or more of the Stock having ordinary voting power for the election of directors of such Person; (ii) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; or (iii) each of such Person’s officers, directors, joint ventures and partners. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting Stock, by contract or otherwise.

 

“Agreement” means this Loan and Security Agreement including all appendices, exhibits or schedules attached or otherwise identified thereto, restatements and modifications and supplements thereto, and any appendices, exhibits or schedules to any of the foregoing, each as in effect at the time such reference becomes operative.

 

“Applicable Law” means any law, rule, regulation, ordinance, order, code, common law, interpretation, judgment, directive, decree, treaty, injunction, writ, determination, award, permit or similar norm or decision of any Governmental Authority.

 

“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of Maryland.

 

“Closing Date" means the date on which a Promissory Note is executed and delivered to Lender pursuant to this Agreement.

 

“Competitor” means, as of any date of determination, any Person that (a) is not an Affiliate of any MCC Entity, (b) is engaged in, or that has an Affiliate engaged in, the business of (i) financing loans primarily secured by Medallions or (ii) leasing, maintaining, financing, insuring or otherwise operating taxicabs, and (c) taken together with its Affiliates, derives all, or a substantial portion, of its revenue from the businesses described in the foregoing clause (b) of this definition. Notwithstanding the foregoing, federally and stated chartered banks and private lending institutions whose primary business is not financing loans primarily secured by Medallions or leasing, maintaining, financing, insuring or otherwise operating taxicabs shall not be deemed Competitors.

 

“Disqualified Institution” means any Person or Affiliate of such Person that is a competitor of the Borrower, MCC, MCC’s external manager, Marblegate Asset Management, or their Subsidiaries, or that has been identified in writing by the Borrower to the Lender from time to time.

 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, consistently applied.

 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

 

“IRC” means the Internal Revenue Code of 1986, as now or hereafter amended.

 

“Loan Rate” means the interest rate set out in the Promissory Note.

 

“Lien” means any mortgage, security deed or deed of trust, pledge, hypothecation, assignment, deposit arrangement, Lien, charge, claim, security interest, security title, easement or encumbrance, or preference, priority or other security agreement or written preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

 

“Loan” means the loan in the amount of the aggregate principal amount of all advances and evidenced by the Promissory

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

Note, and made to Borrower under the terms of this Agreement, and any renewals, extensions, revisions, modifications or replacements therefore or thereof.

 

“Loan Documents” means this Agreement, the Promissory Note, the Collateral Schedule, [the Guaranty], and the other documents and instruments executed pursuant hereto, the financial statements, and all other documents, instruments, certificates and notices at any time delivered by any Person (other than Lender) in connection with any of the foregoing.

 

“Material Adverse Effect” means: a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of Borrower or Guarantor or the industry within which Borrower or Guarantor operates, (b) Borrower’s or Guarantor’s ability to pay or perform the Obligations under the Loan Documents in accordance with the terms thereof, (c) the Collateral or the Lien of Lender on the Collateral or the priority of any such Lien, or (d) ▇▇▇▇▇▇’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, a Material Adverse Effect with respect to the Borrower shall only occur if effects ten percent (10%) or more of the aggregate Equipment owned by all of the Borrowers.

 

“Obligations” means all loans, advances, debts, expense reimbursement, fees, liabilities, and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or amounts are liquidated or determinable) owing by Borrower to Lender, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, whether arising under any of the Loan Documents or under any other agreement between Borrower and Lender, and all covenants and duties regarding such amounts. This term includes all principal, interest (including interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loan and interest accruing at the then applicable rate provided in this Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, charges, expenses, attorneys’ fees and any other sum chargeable to Borrower under any of the Loan Documents, and all principal and interest due in respect of the Loan.

 

“Payment Date” has the meaning assigned to it in the Promissory Note.

 

“Person” means any individual, sole proprietorship, entity, limited liability entity, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation or government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof), and shall include such Person’s successors and assigns.

 

“Proceeds” means “proceeds,” as such term is defined in the UCC and, in any event, shall include: (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to any Collateral; (ii) any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any Collateral by any governmental body, authority, bureau or agency (or any Person acting under color of Governmental Authority); (iii) any recoveries by Borrower against third parties with respect to any litigation or dispute concerning any Collateral, including claims arising out of the loss or nonconformity of, interference with the use of, defects in, or infringement of rights in, or damage to, Collateral; and (iv) any and all other amounts, rights to payment or other property acquired upon the sale, lease, license, exchange or other disposition of Collateral and all rights arising out of Collateral.

 

“Stated Maturity Date” has the meaning assigned to it in the Promissory Note.

 

“Stock” means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

 

“Taxes” means taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Lender.

 

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of [ New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to the Lien of Lender on any Collateral is governed by the Uniform Commercial Code

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the UCC is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

SCHEDULE B

COLLATERAL SCHEDULE

 

TABLE 1

 

 

 

 

 

LLC

Vehicle (Make, Model, Year)

VIN

1

▇▇▇▇▇ Taxi 57 LLC

Toyota Sienna - 24

[***]

2

▇▇▇▇▇ Taxi 71 LLC

Toyota Sienna - 24

[***]

3

▇▇▇▇▇ Taxi 72 LLC

Toyota Sienna - 24

[***]

4

▇▇▇▇▇ Taxi 76 LLC

Toyota Sienna - 24

[***]

5

▇▇▇▇▇ Taxi 33 LLC

Toyota Sienna - 24

[***]

6

▇▇▇▇▇ Taxi 34 LLC

Toyota Sienna - 24

[***]

7

▇▇▇▇▇ Taxi 36 LLC

Toyota Sienna - 24

[***]

8

▇▇▇▇▇ Taxi 37 LLC

Toyota Sienna - 24

[***]

9

▇▇▇▇▇ Taxi 39 LLC

Toyota Sienna - 24

[***]

10

▇▇▇▇▇ Taxi 47 LLC

Toyota Sienna - 24

[***]

11

▇▇▇▇▇ Taxi 47 LLC

Toyota Sienna - 24

[***]

12

▇▇▇▇▇ Taxi 48 LLC

Toyota Sienna - 24

[***]

13

▇▇▇▇▇ Taxi 48 LLC

Toyota Sienna - 24

[***]

14

▇▇▇▇▇ Taxi 49 LLC

Toyota Sienna - 24

[***]

15

▇▇▇▇▇ Taxi 49 LLC

Toyota Sienna - 24

[***]

16

▇▇▇▇▇ Taxi 50 LLC

Toyota Sienna - 24

[***]

17

▇▇▇▇▇ Taxi 50 LLC

Toyota Sienna - 24

[***]

18

▇▇▇▇▇ Taxi 51 LLC

Toyota Sienna - 24

[***]

19

▇▇▇▇▇ Taxi 51 LLC

Toyota Sienna - 24

[***]

20

▇▇▇▇▇ Taxi 52 LLC

Toyota Sienna - 24

[***]

21

▇▇▇▇▇ Taxi 52 LLC

Toyota Sienna - 24

[***]

22

▇▇▇▇▇ Taxi 53 LLC

Toyota Sienna - 24

[***]

23

▇▇▇▇▇ Taxi 53 LLC

Toyota Sienna - 24

[***]

24

▇▇▇▇▇ Taxi 54 LLC

Toyota Sienna - 24

[***]

25

▇▇▇▇▇ Taxi 54 LLC

Toyota Sienna - 24

[***]

26

▇▇▇▇▇ Taxi 55 LLC

Toyota Sienna - 24

[***]

27

▇▇▇▇▇ Taxi 56 LLC

Toyota Sienna - 24

[***]

28

▇▇▇▇▇ Taxi 56 LLC

Toyota Sienna - 24

[***]

29

▇▇▇▇▇ Taxi 55 LLC

Toyota Sienna - 24

[***]

30

▇▇▇▇▇ Taxi 57 LLC

Toyota Sienna - 24

[***]

31

▇▇▇▇▇ Taxi 58 LLC

Toyota Sienna - 24

[***]

32

▇▇▇▇▇ Taxi 61 LLC

Toyota Sienna - 24

[***]

33

▇▇▇▇▇ Taxi 61 LLC

Toyota Sienna - 24

[***]

34

▇▇▇▇▇ Taxi 62 LLC

Toyota Sienna - 24

[***]

35

▇▇▇▇▇ Taxi 62 LLC

Toyota Sienna - 24

[***]

36

▇▇▇▇▇ Taxi 63 LLC

Toyota Sienna - 24

[***]

37

▇▇▇▇▇ Taxi 63 LLC

Toyota Sienna - 24

[***]

38

▇▇▇▇▇ Taxi 64 LLC

Toyota Sienna - 24

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

39

▇▇▇▇▇ Taxi 64 LLC

Toyota Sienna - 24

[***]

40

▇▇▇▇▇ Taxi 65 LLC

Toyota Sienna - 24

[***]

41

▇▇▇▇▇ Taxi 65 LLC

Toyota Sienna - 24

[***]

42

▇▇▇▇▇ Taxi 66 LLC

Toyota Sienna - 24

[***]

43

▇▇▇▇▇ Taxi 66 LLC

Toyota Sienna - 24

[***]

44

▇▇▇▇▇ Taxi 67 LLC

Toyota Sienna - 24

[***]

45

▇▇▇▇▇ Taxi 67 LLC

Toyota Sienna - 24

[***]

46

▇▇▇▇▇ Taxi 68 LLC

Toyota Sienna - 25

[***]

47

▇▇▇▇▇ Taxi 68 LLC

Toyota Sienna - 25

[***]

48

▇▇▇▇▇ Taxi 69 LLC

Toyota Sienna - 25

[***]

49

▇▇▇▇▇ Taxi 69 LLC

Toyota Sienna - 25

[***]

50

▇▇▇▇▇ Taxi 69 LLC

Toyota Sienna - 25

[***]

51

▇▇▇▇▇ Taxi 70 LLC

Toyota Sienna - 25

[***]

52

▇▇▇▇▇ Taxi 70 LLC

Toyota Sienna - 25

[***]

53

▇▇▇▇▇ Taxi 71 LLC

Toyota Sienna - 25

[***]

54

▇▇▇▇▇ Taxi 72 LLC

Toyota Sienna - 25

[***]

55

▇▇▇▇▇ Taxi 73 LLC

Toyota Sienna - 25

[***]

56

▇▇▇▇▇ Taxi 73 LLC

Toyota Sienna - 25

[***]

57

▇▇▇▇▇ Taxi 40 LLC

Toyota Sienna - 25

[***]

58

▇▇▇▇▇ Taxi 40 LLC

Toyota Sienna - 25

[***]

59

▇▇▇▇▇ Taxi 41 LLC

Toyota Sienna - 25

[***]

60

▇▇▇▇▇ Taxi 41 LLC

Toyota Sienna - 25

[***]

61

▇▇▇▇▇ Taxi 42 LLC

Toyota Sienna - 25

[***]

62

▇▇▇▇▇ Taxi 42 LLC

Toyota Sienna - 25

[***]

63

▇▇▇▇▇ Taxi 43 LLC

Toyota Sienna - 25

[***]

64

▇▇▇▇▇ Taxi 43 LLC

Toyota Sienna - 25

[***]

65

▇▇▇▇▇ Taxi 44 LLC

Toyota Sienna - 25

[***]

66

▇▇▇▇▇ Taxi 44 LLC

Toyota Sienna - 25

[***]

67

▇▇▇▇▇ Taxi 45 LLC

Toyota Sienna - 25

[***]

68

▇▇▇▇▇ Taxi 45 LLC

Toyota Sienna - 25

[***]

69

▇▇▇▇▇ Taxi 46 LLC

Toyota Sienna - 25

[***]

70

▇▇▇▇▇ Taxi 46 LLC

Toyota Sienna - 25

[***]

71

▇▇▇▇▇ Taxi 74 LLC

Toyota Sienna - 25

[***]

72

▇▇▇▇▇ Taxi 74 LLC

Toyota Sienna - 25

[***]

73

▇▇▇▇▇ Taxi 75 LLC

Toyota Sienna - 25

[***]

74

▇▇▇▇▇ Taxi 77 LLC

Toyota Sienna - 25

[***]

75

▇▇▇▇▇ Taxi 77 LLC

Toyota Sienna - 25

[***]

76

▇▇▇▇▇ Taxi 84 LLC

Toyota Sienna - 25

[***]

77

▇▇▇▇▇ Taxi 84 LLC

Toyota Sienna - 25

[***]

78

▇▇▇▇▇ Taxi 85 LLC

Toyota Sienna - 25

[***]

79

▇▇▇▇▇ Taxi 85 LLC

Toyota Sienna - 25

[***]

80

▇▇▇▇▇ Taxi 86 LLC

Toyota Sienna - 25

[***]

81

▇▇▇▇▇ Taxi 86 LLC

Toyota Sienna - 25

[***]

82

▇▇▇▇▇ Taxi 87 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

83

▇▇▇▇▇ Taxi 87 LLC

Toyota Sienna - 25

[***]

84

▇▇▇▇▇ Taxi 88 LLC

Toyota Sienna - 25

[***]

85

▇▇▇▇▇ Taxi 88 LLC

Toyota Sienna - 25

[***]

86

▇▇▇▇▇ Taxi 89 LLC

Toyota Sienna - 25

[***]

87

▇▇▇▇▇ Taxi 89 LLC

Toyota Sienna - 25

[***]

88

▇▇▇▇▇ Taxi 90 LLC

Toyota Sienna - 25

[***]

89

▇▇▇▇▇ Taxi 90 LLC

Toyota Sienna - 25

[***]

90

▇▇▇▇▇ Taxi 91 LLC

Toyota Sienna - 25

[***]

91

▇▇▇▇▇ Taxi 91 LLC

Toyota Sienna - 25

[***]

92

▇▇▇▇▇ Taxi 92 LLC

Toyota Sienna - 25

[***]

93

▇▇▇▇▇ Taxi 92 LLC

Toyota Sienna - 25

[***]

94

▇▇▇▇▇ Taxi 93 LLC

Toyota Sienna - 25

[***]

95

▇▇▇▇▇ Taxi 93 LLC

Toyota Sienna - 25

[***]

96

▇▇▇▇▇ Taxi 94 LLC

Toyota Sienna - 25

[***]

97

▇▇▇▇▇ Taxi 94 LLC

Toyota Sienna - 25

[***]

98

▇▇▇▇▇ Taxi 95 LLC

Toyota Sienna - 25

[***]

99

▇▇▇▇▇ Taxi 95 LLC

Toyota Sienna - 25

[***]

100

▇▇▇▇▇ Taxi 96 LLC

Toyota Sienna - 25

[***]

101

▇▇▇▇▇ Taxi 96 LLC

Toyota Sienna - 25

[***]

102

▇▇▇▇▇ Taxi 97 LLC

Toyota Sienna - 25

[***]

103

▇▇▇▇▇ Taxi 97 LLC

Toyota Sienna - 25

[***]

104

▇▇▇▇▇ Taxi 98 LLC

Toyota Sienna - 25

[***]

105

▇▇▇▇▇ Taxi 98 LLC

Toyota Sienna - 25

[***]

106

▇▇▇▇▇ Taxi 99 LLC

Toyota Sienna - 25

[***]

107

▇▇▇▇▇ Taxi 99 LLC

Toyota Sienna - 25

[***]

108

▇▇▇▇▇ Taxi 78 LLC

Toyota Sienna - 25

[***]

109

▇▇▇▇▇ Taxi 78 LLC

Toyota Sienna - 25

[***]

110

▇▇▇▇▇ Taxi 79 LLC

Toyota Sienna - 25

[***]

111

▇▇▇▇▇ Taxi 79 LLC

Toyota Sienna - 25

[***]

112

▇▇▇▇▇ Taxi 80 LLC

Toyota Sienna - 25

[***]

113

▇▇▇▇▇ Taxi 81 LLC

Toyota Sienna - 25

[***]

114

▇▇▇▇▇ Taxi 81 LLC

Toyota Sienna - 25

[***]

115

▇▇▇▇▇ Taxi 82 LLC

Toyota Sienna - 25

[***]

116

▇▇▇▇▇ Taxi 83 LLC

Toyota Sienna - 25

[***]

117

▇▇▇▇▇ Taxi 75 LLC

Toyota Sienna - 25

[***]

118

▇▇▇▇▇ Taxi 82 LLC

Toyota Sienna - 25

[***]

119

▇▇▇▇▇ Taxi 83 LLC

Toyota Sienna - 25

[***]

120

▇▇▇▇▇ Taxi 100 LLC

Toyota Sienna - 25

[***]

121

▇▇▇▇▇ Taxi 100 LLC

Toyota Sienna - 25

[***]

122

▇▇▇▇▇ Taxi 101 LLC

Toyota Sienna - 25

[***]

123

▇▇▇▇▇ Taxi 101 LLC

Toyota Sienna - 25

[***]

124

▇▇▇▇▇ Taxi 102 LLC

Toyota Sienna - 25

[***]

125

▇▇▇▇▇ Taxi 102 LLC

Toyota Sienna - 25

[***]

126

▇▇▇▇▇ Taxi 103 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

127

▇▇▇▇▇ Taxi 103 LLC

Toyota Sienna - 25

[***]

128

▇▇▇▇▇ Taxi 104 LLC

Toyota Sienna - 25

[***]

129

▇▇▇▇▇ Taxi 104 LLC

Toyota Sienna - 25

[***]

130

▇▇▇▇▇ Taxi 105 LLC

Toyota Sienna - 25

[***]

131

▇▇▇▇▇ Taxi 105 LLC

Toyota Sienna - 25

[***]

132

▇▇▇▇▇ Taxi 80 LLC

Toyota Sienna - 25

[***]

133

▇▇▇▇▇ Taxi 106 LLC

Toyota Sienna - 25

[***]

134

▇▇▇▇▇ Taxi 106 LLC

Toyota Sienna - 25

[***]

135

▇▇▇▇▇ Taxi 107 LLC

Toyota Sienna - 25

[***]

136

▇▇▇▇▇ Taxi 107 LLC

Toyota Sienna - 25

[***]

137

▇▇▇▇▇ Taxi 108 LLC

Toyota Sienna - 25

[***]

138

▇▇▇▇▇ Taxi 108 LLC

Toyota Sienna - 25

[***]

139

▇▇▇▇▇ Taxi 109 LLC

Toyota Sienna - 25

[***]

140

▇▇▇▇▇ Taxi 109 LLC

Toyota Sienna - 25

[***]

141

▇▇▇▇▇ Taxi 11 LLC

Toyota Sienna - 25

[***]

142

▇▇▇▇▇ Taxi 11 LLC

Toyota Sienna - 25

[***]

143

▇▇▇▇▇ Taxi 111 LLC

Toyota Sienna - 25

[***]

144

▇▇▇▇▇ Taxi 111 LLC

Toyota Sienna - 25

[***]

145

▇▇▇▇▇ Taxi 112 LLC

Toyota Sienna - 25

[***]

146

▇▇▇▇▇ Taxi 113 LLC

Toyota Sienna - 25

[***]

147

▇▇▇▇▇ Taxi 113 LLC

Toyota Sienna - 25

[***]

148

▇▇▇▇▇ Taxi 114 LLC

Toyota Sienna - 25

[***]

149

▇▇▇▇▇ Taxi 114 LLC

Toyota Sienna - 25

[***]

150

▇▇▇▇▇ Taxi 115 LLC

Toyota Sienna - 25

[***]

151

▇▇▇▇▇ Taxi 115 LLC

Toyota Sienna - 25

[***]

152

▇▇▇▇▇ Taxi 118 LLC

Toyota Sienna - 25

[***]

153

▇▇▇▇▇ Taxi 118 LLC

Toyota Sienna - 25

[***]

154

▇▇▇▇▇ Taxi 12 LLC

Toyota Sienna - 25

[***]

155

▇▇▇▇▇ Taxi 12 LLC

Toyota Sienna - 25

[***]

156

▇▇▇▇▇ Taxi 121 LLC

Toyota Sienna - 25

[***]

157

▇▇▇▇▇ Taxi 121 LLC

Toyota Sienna - 25

[***]

158

▇▇▇▇▇ Taxi 122 LLC

Toyota Sienna - 25

[***]

159

▇▇▇▇▇ Taxi 122 LLC

Toyota Sienna - 25

[***]

160

▇▇▇▇▇ Taxi 123 LLC

Toyota Sienna - 25

[***]

161

▇▇▇▇▇ Taxi 124 LLC

Toyota Sienna - 25

[***]

162

▇▇▇▇▇ Taxi 124 LLC

Toyota Sienna - 25

[***]

163

▇▇▇▇▇ Taxi 125 LLC

Toyota Sienna - 25

[***]

164

▇▇▇▇▇ Taxi 126 LLC

Toyota Sienna - 25

[***]

165

▇▇▇▇▇ Taxi 126 LLC

Toyota Sienna - 25

[***]

166

▇▇▇▇▇ Taxi 13 LLC

Toyota Sienna - 25

[***]

167

▇▇▇▇▇ Taxi 13 LLC

Toyota Sienna - 25

[***]

168

▇▇▇▇▇ Taxi 132 LLC

Toyota Sienna - 25

[***]

169

▇▇▇▇▇ Taxi 132 LLC

Toyota Sienna - 25

[***]

170

▇▇▇▇▇ Taxi 133 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

171

▇▇▇▇▇ Taxi 133 LLC

Toyota Sienna - 25

[***]

172

▇▇▇▇▇ Taxi 134 LLC

Toyota Sienna - 25

[***]

173

▇▇▇▇▇ Taxi 134 LLC

Toyota Sienna - 25

[***]

174

▇▇▇▇▇ Taxi 135 LLC

Toyota Sienna - 25

[***]

175

▇▇▇▇▇ Taxi 135 LLC

Toyota Sienna - 25

[***]

176

▇▇▇▇▇ Taxi 136 LLC

Toyota Sienna - 25

[***]

177

▇▇▇▇▇ Taxi 138 LLC

Toyota Sienna - 25

[***]

178

▇▇▇▇▇ Taxi 14 LLC

Toyota Sienna - 25

[***]

179

▇▇▇▇▇ Taxi 14 LLC

Toyota Sienna - 25

[***]

180

▇▇▇▇▇ Taxi 143 LLC

Toyota Sienna - 25

[***]

181

▇▇▇▇▇ Taxi 144 LLC

Toyota Sienna - 25

[***]

182

▇▇▇▇▇ Taxi 144 LLC

Toyota Sienna - 25

[***]

183

▇▇▇▇▇ Taxi 145 LLC

Toyota Sienna - 25

[***]

184

▇▇▇▇▇ Taxi 145 LLC

Toyota Sienna - 25

[***]

185

▇▇▇▇▇ Taxi 146 LLC

Toyota Sienna - 25

[***]

186

▇▇▇▇▇ Taxi 146 LLC

Toyota Sienna - 25

[***]

187

▇▇▇▇▇ Taxi 146 LLC

Toyota Sienna - 25

[***]

188

▇▇▇▇▇ Taxi 147 LLC

Toyota Sienna - 25

[***]

189

▇▇▇▇▇ Taxi 147 LLC

Toyota Sienna - 25

[***]

190

▇▇▇▇▇ Taxi 148 LLC

Toyota Sienna - 25

[***]

191

▇▇▇▇▇ Taxi 148 LLC

Toyota Sienna - 25

[***]

192

▇▇▇▇▇ Taxi 149 LLC

Toyota Sienna - 25

[***]

193

▇▇▇▇▇ Taxi 149 LLC

Toyota Sienna - 25

[***]

194

▇▇▇▇▇ Taxi 15 LLC

Toyota Sienna - 25

[***]

195

▇▇▇▇▇ Taxi 15 LLC

Toyota Sienna - 25

[***]

196

▇▇▇▇▇ Taxi 150 LLC

Toyota Sienna - 25

[***]

197

▇▇▇▇▇ Taxi 150 LLC

Toyota Sienna - 25

[***]

198

▇▇▇▇▇ Taxi 151 LLC

Toyota Sienna - 25

[***]

199

▇▇▇▇▇ Taxi 151 LLC

Toyota Sienna - 25

[***]

200

▇▇▇▇▇ Taxi 112 LLC

Toyota Sienna - 25

[***]

201

▇▇▇▇▇ Taxi 125 LLC

Toyota Sienna - 25

[***]

202

▇▇▇▇▇ Taxi 143 LLC

Toyota Sienna - 25

[***]

203

▇▇▇▇▇ Taxi 154 LLC

Toyota Sienna - 25

[***]

204

▇▇▇▇▇ Taxi 154 LLC

Toyota Sienna - 25

[***]

205

▇▇▇▇▇ Taxi 155 LLC

Toyota Sienna - 25

[***]

206

▇▇▇▇▇ Taxi 155 LLC

Toyota Sienna - 25

[***]

207

▇▇▇▇▇ Taxi 158 LLC

Toyota Sienna - 25

[***]

208

▇▇▇▇▇ Taxi 158 LLC

Toyota Sienna - 25

[***]

209

▇▇▇▇▇ Taxi 159 LLC

Toyota Sienna - 25

[***]

210

▇▇▇▇▇ Taxi 159 LLC

Toyota Sienna - 25

[***]

211

▇▇▇▇▇ Taxi 16 LLC

Toyota Sienna - 25

[***]

212

▇▇▇▇▇ Taxi 16 LLC

Toyota Sienna - 25

[***]

213

▇▇▇▇▇ Taxi 161 LLC

Toyota Sienna - 25

[***]

214

▇▇▇▇▇ Taxi 161 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

215

▇▇▇▇▇ Taxi 163 LLC

Toyota Sienna - 25

[***]

216

▇▇▇▇▇ Taxi 165 LLC

Toyota Sienna - 25

[***]

217

▇▇▇▇▇ Taxi 165 LLC

Toyota Sienna - 25

[***]

218

▇▇▇▇▇ Taxi 165 LLC

Toyota Sienna - 25

[***]

219

▇▇▇▇▇ Taxi 167 LLC

Toyota Sienna - 25

[***]

220

▇▇▇▇▇ Taxi 167 LLC

Toyota Sienna - 25

[***]

221

▇▇▇▇▇ Taxi 167 LLC

Toyota Sienna - 25

[***]

222

▇▇▇▇▇ Taxi 168 LLC

Toyota Sienna - 25

[***]

223

▇▇▇▇▇ Taxi 168 LLC

Toyota Sienna - 25

[***]

224

▇▇▇▇▇ Taxi 17 LLC

Toyota Sienna - 25

[***]

225

▇▇▇▇▇ Taxi 17 LLC

Toyota Sienna - 25

[***]

226

▇▇▇▇▇ Taxi 171 LLC

Toyota Sienna - 25

[***]

227

▇▇▇▇▇ Taxi 171 LLC

Toyota Sienna - 25

[***]

228

▇▇▇▇▇ Taxi 172 LLC

Toyota Sienna - 25

[***]

229

▇▇▇▇▇ Taxi 172 LLC

Toyota Sienna - 25

[***]

230

▇▇▇▇▇ Taxi 164 LLC

Toyota Sienna - 25

[***]

231

▇▇▇▇▇ Taxi 174 LLC

Toyota Sienna - 25

[***]

232

▇▇▇▇▇ Taxi 174 LLC

Toyota Sienna - 25

[***]

233

▇▇▇▇▇ Taxi 19 LLC

Toyota Sienna - 25

[***]

234

▇▇▇▇▇ Taxi 19 LLC

Toyota Sienna - 25

[***]

235

▇▇▇▇▇ Taxi 20 LLC

Toyota Sienna - 25

[***]

236

▇▇▇▇▇ Taxi 20 LLC

Toyota Sienna - 25

[***]

237

▇▇▇▇▇ Taxi 24 LLC

Toyota Sienna - 25

[***]

238

▇▇▇▇▇ Taxi 24 LLC

Toyota Sienna - 25

[***]

239

▇▇▇▇▇ Taxi 26 LLC

Toyota Sienna - 25

[***]

240

▇▇▇▇▇ Taxi 26 LLC

Toyota Sienna - 25

[***]

241

▇▇▇▇▇ Taxi 27 LLC

Toyota Sienna - 25

[***]

242

▇▇▇▇▇ Taxi 27 LLC

Toyota Sienna - 25

[***]

243

▇▇▇▇▇ Taxi 28 LLC

Toyota Sienna - 25

[***]

244

▇▇▇▇▇ Taxi 28 LLC

Toyota Sienna - 25

[***]

245

▇▇▇▇▇ Taxi 29 LLC

Toyota Sienna - 25

[***]

246

▇▇▇▇▇ Taxi 29 LLC

Toyota Sienna - 25

[***]

247

▇▇▇▇▇ Taxi 31 LLC

Toyota Sienna - 25

[***]

248

▇▇▇▇▇ Taxi 31 LLC

Toyota Sienna - 25

[***]

249

▇▇▇▇▇ Taxi 32 LLC

Toyota Sienna - 25

[***]

250

▇▇▇▇▇ Taxi 32 LLC

Toyota Sienna - 25

[***]

251

▇▇▇▇▇ Taxi 33 LLC

Toyota Sienna - 25

[***]

252

▇▇▇▇▇ Taxi 34 LLC

Toyota Sienna - 25

[***]

253

▇▇▇▇▇ Taxi 35 LLC

Toyota Sienna - 25

[***]

254

▇▇▇▇▇ Taxi 35 LLC

Toyota Sienna - 25

[***]

255

▇▇▇▇▇ Taxi 36 LLC

Toyota Sienna - 25

[***]

256

▇▇▇▇▇ Taxi 37 LLC

Toyota Sienna - 25

[***]

257

▇▇▇▇▇ Taxi 38 LLC

Toyota Sienna - 25

[***]

258

▇▇▇▇▇ Taxi 38 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

259

▇▇▇▇▇ Taxi 39 LLC

Toyota Sienna - 25

[***]

260

▇▇▇▇▇ Taxi 58 LLC

Toyota Sienna - 25

[***]

261

▇▇▇▇▇ Taxi 76 LLC

Toyota Sienna - 25

[***]

262

▇▇▇▇▇▇▇ Taxi 11 LLC

Toyota Sienna - 25

[***]

263

▇▇▇▇▇▇▇ Taxi 11 LLC

Toyota Sienna - 25

[***]

264

▇▇▇▇▇▇▇ Taxi 12 LLC

Toyota Sienna - 25

[***]

265

▇▇▇▇▇▇▇ Taxi 12 LLC

Toyota Sienna - 25

[***]

266

▇▇▇▇▇▇▇ Taxi 13 LLC

Toyota Sienna - 25

[***]

267

▇▇▇▇▇▇▇ Taxi 13 LLC

Toyota Sienna - 25

[***]

268

▇▇▇▇▇▇▇ Taxi 14 LLC

Toyota Sienna - 25

[***]

269

▇▇▇▇▇▇▇ Taxi 14 LLC

Toyota Sienna - 25

[***]

270

▇▇▇▇▇▇▇ Taxi 15 LLC

Toyota Sienna - 25

[***]

271

▇▇▇▇▇▇▇ Taxi 15 LLC

Toyota Sienna - 25

[***]

272

▇▇▇▇▇▇▇ Taxi 16 LLC

Toyota Sienna - 25

[***]

273

▇▇▇▇▇▇▇ Taxi 16 LLC

Toyota Sienna - 25

[***]

274

▇▇▇▇▇▇▇ Taxi 18 LLC

Toyota Sienna - 25

[***]

275

▇▇▇▇▇▇▇ Taxi 18 LLC

Toyota Sienna - 25

[***]

276

▇▇▇▇▇▇▇ Taxi 19 LLC

Toyota Sienna - 25

[***]

277

▇▇▇▇▇▇▇ Taxi 19 LLC

Toyota Sienna - 25

[***]

278

▇▇▇▇▇▇▇ Taxi 2 LLC

Toyota Sienna - 25

[***]

279

▇▇▇▇▇▇▇ Taxi 2 LLC

Toyota Sienna - 25

[***]

280

▇▇▇▇▇▇▇ Taxi 20 LLC

Toyota Sienna - 25

[***]

281

▇▇▇▇▇▇▇ Taxi 20 LLC

Toyota Sienna - 25

[***]

282

▇▇▇▇▇▇▇ Taxi 21 LLC

Toyota Sienna - 25

[***]

283

▇▇▇▇▇▇▇ Taxi 21 LLC

Toyota Sienna - 25

[***]

284

▇▇▇▇▇▇▇ Taxi 25 LLC

Toyota Sienna - 25

[***]

285

▇▇▇▇▇▇▇ Taxi 25 LLC

Toyota Sienna - 25

[***]

286

▇▇▇▇▇▇▇ Taxi 26 LLC

Toyota Sienna - 25

[***]

287

▇▇▇▇▇▇▇ Taxi 26 LLC

Toyota Sienna - 25

[***]

288

▇▇▇▇▇▇▇ Taxi 27 LLC

Toyota Sienna - 25

[***]

289

▇▇▇▇▇▇▇ Taxi 27 LLC

Toyota Sienna - 25

[***]

290

▇▇▇▇▇▇▇ Taxi 28 LLC

Toyota Sienna - 25

[***]

291

▇▇▇▇▇▇▇ Taxi 28 LLC

Toyota Sienna - 25

[***]

292

▇▇▇▇▇▇▇ Taxi 29 LLC

Toyota Sienna - 25

[***]

293

▇▇▇▇▇▇▇ Taxi 29 LLC

Toyota Sienna - 25

[***]

294

▇▇▇▇▇▇▇ Taxi 3 LLC

Toyota Sienna - 25

[***]

295

▇▇▇▇▇▇▇ Taxi 3 LLC

Toyota Sienna - 25

[***]

296

▇▇▇▇▇▇▇ Taxi 30 LLC

Toyota Sienna - 25

[***]

297

▇▇▇▇▇▇▇ Taxi 30 LLC

Toyota Sienna - 25

[***]

298

▇▇▇▇▇▇▇ Taxi 31 LLC

Toyota Sienna - 25

[***]

299

▇▇▇▇▇▇▇ Taxi 31 LLC

Toyota Sienna - 25

[***]

300

▇▇▇▇▇▇▇ Taxi 32 LLC

Toyota Sienna - 25

[***]

301

▇▇▇▇▇▇▇ Taxi 32 LLC

Toyota Sienna - 25

[***]

302

▇▇▇▇▇▇▇ Taxi 33 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

303

▇▇▇▇▇▇▇ Taxi 33 LLC

Toyota Sienna - 25

[***]

304

▇▇▇▇▇▇▇ Taxi 34 LLC

Toyota Sienna - 25

[***]

305

▇▇▇▇▇▇▇ Taxi 34 LLC

Toyota Sienna - 25

[***]

306

▇▇▇▇▇▇▇ Taxi 35 LLC

Toyota Sienna - 25

[***]

307

▇▇▇▇▇▇▇ Taxi 35 LLC

Toyota Sienna - 25

[***]

308

▇▇▇▇▇▇▇ Taxi 36 LLC

Toyota Sienna - 25

[***]

309

▇▇▇▇▇▇▇ Taxi 36 LLC

Toyota Sienna - 25

[***]

310

▇▇▇▇▇▇▇ Taxi 37 LLC

Toyota Sienna - 25

[***]

311

▇▇▇▇▇▇▇ Taxi 37 LLC

Toyota Sienna - 25

[***]

312

▇▇▇▇▇▇▇ Taxi 38 LLC

Toyota Sienna - 25

[***]

313

▇▇▇▇▇▇▇ Taxi 38 LLC

Toyota Sienna - 25

[***]

314

▇▇▇▇▇▇▇ Taxi 39 LLC

Toyota Sienna - 25

[***]

315

▇▇▇▇▇▇▇ Taxi 4 LLC

Toyota Sienna - 25

[***]

316

▇▇▇▇▇▇▇ Taxi 4 LLC

Toyota Sienna - 25

[***]

317

▇▇▇▇▇▇▇ Taxi 40 LLC

Toyota Sienna - 25

[***]

318

▇▇▇▇▇▇▇ Taxi 40 LLC

Toyota Sienna - 25

[***]

319

▇▇▇▇▇▇▇ Taxi 41 LLC

Toyota Sienna - 25

[***]

320

▇▇▇▇▇▇▇ Taxi 41 LLC

Toyota Sienna - 25

[***]

321

▇▇▇▇▇▇▇ Taxi 42 LLC

Toyota Sienna - 25

[***]

322

▇▇▇▇▇▇▇ Taxi 39 LLC

Toyota Sienna - 25

[***]

323

▇▇▇▇▇▇▇ Taxi 42 LLC

Toyota Sienna - 25

[***]

324

▇▇▇▇▇▇▇ Taxi 43 LLC

Toyota Sienna - 25

[***]

325

▇▇▇▇▇▇▇ Taxi 43 LLC

Toyota Sienna - 25

[***]

326

▇▇▇▇▇▇▇ Taxi 44 LLC

Toyota Sienna - 25

[***]

327

▇▇▇▇▇▇▇ Taxi 45 LLC

Toyota Sienna - 25

[***]

328

▇▇▇▇▇▇▇ Taxi 45 LLC

Toyota Sienna - 25

[***]

329

▇▇▇▇▇▇▇ Taxi 46 LLC

Toyota Sienna - 25

[***]

330

▇▇▇▇▇▇▇ Taxi 46 LLC

Toyota Sienna - 25

[***]

331

▇▇▇▇▇▇▇ Taxi 47 LLC

Toyota Sienna - 25

[***]

332

▇▇▇▇▇▇▇ Taxi 47 LLC

Toyota Sienna - 25

[***]

333

▇▇▇▇▇▇▇ Taxi 48 LLC

Toyota Sienna - 25

[***]

334

▇▇▇▇▇▇▇ Taxi 48 LLC

Toyota Sienna - 25

[***]

335

▇▇▇▇▇▇▇ Taxi 49 LLC

Toyota Sienna - 25

[***]

336

▇▇▇▇▇▇▇ Taxi 49 LLC

Toyota Sienna - 25

[***]

337

▇▇▇▇▇▇▇ Taxi 5 LLC

Toyota Sienna - 25

[***]

338

▇▇▇▇▇▇▇ Taxi 5 LLC

Toyota Sienna - 25

[***]

339

▇▇▇▇▇▇▇ Taxi 50 LLC

Toyota Sienna - 25

[***]

340

▇▇▇▇▇▇▇ Taxi 50 LLC

Toyota Sienna - 25

[***]

341

▇▇▇▇▇▇▇ Taxi 51 LLC

Toyota Sienna - 25

[***]

342

▇▇▇▇▇▇▇ Taxi 51 LLC

Toyota Sienna - 25

[***]

343

▇▇▇▇▇▇▇ Taxi 52 LLC

Toyota Sienna - 25

[***]

344

▇▇▇▇▇▇▇ Taxi 52 LLC

Toyota Sienna - 25

[***]

345

▇▇▇▇▇▇▇ Taxi 53 LLC

Toyota Sienna - 25

[***]

346

▇▇▇▇▇▇▇ Taxi 53 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

347

▇▇▇▇▇▇▇ Taxi 54 LLC

Toyota Sienna - 25

[***]

348

▇▇▇▇▇▇▇ Taxi 54 LLC

Toyota Sienna - 25

[***]

349

▇▇▇▇▇▇▇ Taxi 55 LLC

Toyota Sienna - 25

[***]

350

▇▇▇▇▇▇▇ Taxi 55 LLC

Toyota Sienna - 25

[***]

351

▇▇▇▇▇▇▇ Taxi 57 LLC

Toyota Sienna - 25

[***]

352

▇▇▇▇▇▇▇ Taxi 57 LLC

Toyota Sienna - 25

[***]

353

▇▇▇▇▇▇▇ Taxi 58 LLC

Toyota Sienna - 25

[***]

354

▇▇▇▇▇▇▇ Taxi 58 LLC

Toyota Sienna - 25

[***]

355

▇▇▇▇▇▇▇ Taxi 59 LLC

Toyota Sienna - 25

[***]

356

▇▇▇▇▇▇▇ Taxi 59 LLC

Toyota Sienna - 25

[***]

357

▇▇▇▇▇▇▇ Taxi 6 LLC

Toyota Sienna - 25

[***]

358

▇▇▇▇▇▇▇ Taxi 60 LLC

Toyota Sienna - 25

[***]

359

▇▇▇▇▇▇▇ Taxi 60 LLC

Toyota Sienna - 25

[***]

360

▇▇▇▇▇ Taxi 156 LLC

Toyota Sienna - 25

[***]

361

▇▇▇▇▇ Taxi 156 LLC

Toyota Sienna - 25

[***]

362

▇▇▇▇▇ Taxi 160 LLC

Toyota Sienna - 25

[***]

363

▇▇▇▇▇ Taxi 160 LLC

Toyota Sienna - 25

[***]

364

▇▇▇▇▇▇▇ Taxi 9 LLC

Toyota Sienna - 25

[***]

365

▇▇▇▇▇▇▇ Taxi 9 LLC

Toyota Sienna - 25

[***]

366

▇▇▇▇▇▇▇ Taxi 8 LLC

Toyota Sienna - 25

[***]

367

▇▇▇▇▇▇▇ Taxi 8 LLC

Toyota Sienna - 25

[***]

368

▇▇▇▇▇▇▇ Taxi 7 LLC

Toyota Sienna - 25

[***]

369

▇▇▇▇▇▇▇ Taxi 7 LLC

Toyota Sienna - 25

[***]

370

▇▇▇▇▇ Taxi 170 LLC

Toyota Sienna - 25

[***]

371

▇▇▇▇▇ Taxi 170 LLC

Toyota Sienna - 25

[***]

372

▇▇▇▇▇ Taxi 173 LLC

Toyota Sienna - 25

[***]

373

▇▇▇▇▇ Taxi 173 LLC

Toyota Sienna - 25

[***]

374

▇▇▇▇▇ Taxi 183 LLC

Toyota Sienna - 25

[***]

375

▇▇▇▇▇ Taxi 183 LLC

Toyota Sienna - 25

[***]

376

▇▇▇▇▇ Taxi 200 LLC

Toyota Sienna - 25

[***]

377

▇▇▇▇▇ Taxi 200 LLC

Toyota Sienna - 25

[***]

378

▇▇▇▇▇ Taxi 187 LLC

Toyota Sienna - 25

[***]

379

▇▇▇▇▇ Taxi 187 LLC

Toyota Sienna - 25

[***]

380

▇▇▇▇▇ Taxi 177 LLC

Toyota Sienna - 25

[***]

381

▇▇▇▇▇ Taxi 179 LLC

Toyota Sienna - 25

[***]

382

▇▇▇▇▇ Taxi 157 LLC

Toyota Sienna - 25

[***]

383

▇▇▇▇▇ Taxi 157 LLC

Toyota Sienna - 25

[***]

384

▇▇▇▇▇ Taxi 153 LLC

Toyota Sienna - 25

[***]

385

▇▇▇▇▇ Taxi 153 LLC

Toyota Sienna - 25

[***]

386

▇▇▇▇▇ Taxi 181 LLC

Toyota Sienna - 25

[***]

387

▇▇▇▇▇ Taxi 181 LLC

Toyota Sienna - 25

[***]

388

▇▇▇▇▇ Taxi 129 LLC

Toyota Sienna - 25

[***]

389

▇▇▇▇▇ Taxi 129 LLC

Toyota Sienna - 25

[***]

390

▇▇▇▇▇ Taxi 162 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

391

▇▇▇▇▇ Taxi 162 LLC

Toyota Sienna - 25

[***]

392

▇▇▇▇▇ Taxi 178 LLC

Toyota Sienna - 25

[***]

393

▇▇▇▇▇ Taxi 191 LLC

Toyota Sienna - 25

[***]

394

▇▇▇▇▇ Taxi 191 LLC

Toyota Sienna - 25

[***]

395

▇▇▇▇▇ Taxi 175 LLC

Toyota Sienna - 25

[***]

396

▇▇▇▇▇ Taxi 175 LLC

Toyota Sienna - 25

[***]

397

▇▇▇▇▇ Taxi 130 LLC

Toyota Sienna - 25

[***]

398

▇▇▇▇▇ Taxi 128 LLC

Toyota Sienna - 25

[***]

399

▇▇▇▇▇ Taxi 130 LLC

Toyota Sienna - 25

[***]

400

▇▇▇▇▇ Taxi 128 LLC

Toyota Sienna - 25

[***]

401

▇▇▇▇▇ Taxi 182 LLC

Toyota Sienna - 25

[***]

402

▇▇▇▇▇ Taxi 182 LLC

Toyota Sienna - 25

[***]

403

▇▇▇▇▇ Taxi 193 LLC

Toyota Sienna - 25

[***]

404

▇▇▇▇▇ Taxi 193 LLC

Toyota Sienna - 25

[***]

405

▇▇▇▇▇ Taxi 189 LLC

Toyota Sienna - 25

[***]

406

▇▇▇▇▇ Taxi 189 LLC

Toyota Sienna - 25

[***]

407

▇▇▇▇▇ Taxi 186 LLC

Toyota Sienna - 25

[***]

408

▇▇▇▇▇ Taxi 186 LLC

Toyota Sienna - 25

[***]

409

▇▇▇▇▇ Taxi 177 LLC

Toyota Sienna - 25

[***]

410

▇▇▇▇▇ Taxi 192 LLC

Toyota Sienna - 25

[***]

411

▇▇▇▇▇ Taxi 192 LLC

Toyota Sienna - 25

[***]

412

▇▇▇▇▇ Taxi 178 LLC

Toyota Sienna - 25

[***]

413

▇▇▇▇▇ Taxi 188 LLC

Toyota Sienna - 25

[***]

414

▇▇▇▇▇ Taxi 188 LLC

Toyota Sienna - 25

[***]

415

▇▇▇▇▇ Taxi 179 LLC

Toyota Sienna - 25

[***]

416

▇▇▇▇▇ Taxi 176 LLC

Toyota Sienna - 25

[***]

417

▇▇▇▇▇ Taxi 176 LLC

Toyota Sienna - 25

[***]

418

▇▇▇▇▇ Taxi 131 LLC

Toyota Sienna - 25

[***]

419

▇▇▇▇▇ Taxi 110 LLC

Toyota Sienna - 25

[***]

420

▇▇▇▇▇ Taxi 131 LLC

Toyota Sienna - 25

[***]

421

▇▇▇▇▇ Taxi 110 LLC

Toyota Sienna - 25

[***]

422

▇▇▇▇▇ Taxi 166 LLC

Toyota Sienna - 25

[***]

423

▇▇▇▇▇ Taxi 166 LLC

Toyota Sienna - 25

[***]

424

▇▇▇▇▇ Taxi 166 LLC

Toyota Sienna - 25

[***]

425

▇▇▇▇▇ Taxi 199 LLC

Toyota Sienna - 25

[***]

426

▇▇▇▇▇ Taxi 197 LLC

Toyota Sienna - 25

[***]

427

▇▇▇▇▇ Taxi 197 LLC

Toyota Sienna - 23

[***]

428

▇▇▇▇▇ Taxi 196 LLC

Toyota Sienna - 23

[***]

429

▇▇▇▇▇ Taxi 196 LLC

Toyota Sienna - 25

[***]

430

▇▇▇▇▇ Taxi 198 LLC

Toyota Sienna - 25

[***]

431

▇▇▇▇▇ Taxi 198 LLC

Toyota Sienna - 25

[***]

432

▇▇▇▇▇ Taxi 136 LLC

Toyota Sienna - 25

[***]

433

▇▇▇▇▇ Taxi 169 LLC

Toyota Sienna - 25

[***]

434

▇▇▇▇▇ Taxi 169 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

435

▇▇▇▇▇ Taxi 194 LLC

Toyota Sienna - 25

[***]

436

▇▇▇▇▇ Taxi 194 LLC

Toyota Sienna - 25

[***]

437

▇▇▇▇▇ Taxi 194 LLC

Toyota Sienna - 25

[***]

438

▇▇▇▇▇ Taxi 180 LLC

Toyota Sienna - 25

[***]

439

▇▇▇▇▇ Taxi 180 LLC

Toyota Sienna - 25

[***]

440

▇▇▇▇▇ Taxi 180 LLC

Toyota Sienna - 25

[***]

441

▇▇▇▇▇ Taxi 190 LLC

Toyota Sienna - 25

[***]

442

▇▇▇▇▇ Taxi 190 LLC

Toyota Sienna - 25

[***]

443

▇▇▇▇▇ Taxi 116 LLC

Toyota Sienna - 25

[***]

444

▇▇▇▇▇ Taxi 116 LLC

Toyota Sienna - 25

[***]

445

▇▇▇▇▇ Taxi 117 LLC

Toyota Sienna - 25

[***]

446

▇▇▇▇▇ Taxi 137 LLC

Toyota Sienna - 25

[***]

447

▇▇▇▇▇ Taxi 117 LLC

Toyota Sienna - 25

[***]

448

▇▇▇▇▇ Taxi 163 LLC

Toyota Sienna - 25

[***]

449

▇▇▇▇▇ Taxi 184 LLC

Toyota Sienna - 25

[***]

450

▇▇▇▇▇ Taxi 184 LLC

Toyota Sienna - 25

[***]

451

▇▇▇▇▇ Taxi 185 LLC

Toyota Sienna - 25

[***]

452

▇▇▇▇▇ Taxi 185 LLC

Toyota Sienna - 25

[***]

453

▇▇▇▇▇ Taxi 185 LLC

Toyota Sienna - 25

[***]

454

▇▇▇▇▇ Taxi 119 LLC

Toyota Sienna - 25

[***]

455

▇▇▇▇▇ Taxi 119 LLC

Toyota Sienna - 25

[***]

456

▇▇▇▇▇ Taxi 137 LLC

Toyota Sienna - 25

[***]

457

▇▇▇▇▇ Taxi 120 LLC

Toyota Sienna - 25

[***]

458

▇▇▇▇▇ Taxi 123 LLC

Toyota Sienna - 25

[***]

459

▇▇▇▇▇ Taxi 195 LLC

Toyota Sienna - 25

[***]

460

▇▇▇▇▇ Taxi 195 LLC

Toyota Sienna - 25

[***]

461

▇▇▇▇▇ Taxi 195 LLC

Toyota Sienna - 25

[***]

462

▇▇▇▇▇ Taxi 127 LLC

Toyota Sienna - 25

[***]

463

▇▇▇▇▇ Taxi 127 LLC

Toyota Sienna - 25

[***]

464

▇▇▇▇▇ Taxi 142 LLC

Toyota Sienna - 25

[***]

465

▇▇▇▇▇ Taxi 142 LLC

Toyota Sienna - 25

[***]

466

Simka Taxi 107 LLC

Toyota Sienna - 25

[***]

467

Simka Taxi 108 LLC

Toyota Sienna - 25

[***]

468

Simka Taxi 108 LLC

Toyota Sienna - 25

[***]

469

Simka Taxi 109 LLC

Toyota Sienna - 25

[***]

470

Simka Taxi 109 LLC

Toyota Sienna - 25

[***]

471

Simka Taxi 110 LLC

Toyota Sienna - 25

[***]

472

Simka Taxi 110 LLC

Toyota Sienna - 25

[***]

473

Simka Taxi 111 LLC

Toyota Sienna - 25

[***]

474

Simka Taxi 111 LLC

Toyota Sienna - 25

[***]

475

Simka Taxi 112 LLC

Toyota Sienna - 25

[***]

476

Simka Taxi 112 LLC

Toyota Sienna - 25

[***]

477

Simka Taxi 113 LLC

Toyota Sienna - 25

[***]

478

Simka Taxi 113 LLC

Toyota Sienna - 25

[***]

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

479

Simka Taxi 114 LLC

Toyota Sienna - 25

[***]

480

Simka Taxi 114 LLC

Toyota Sienna - 25

[***]

481

Simka Taxi 115 LLC

Toyota Sienna - 25

[***]

482

Simka Taxi 115 LLC

Toyota Sienna - 25

[***]

483

Simka Taxi 116 LLC

Toyota Sienna - 25

[***]

484

Simka Taxi 116 LLC

Toyota Sienna - 25

[***]

485

Simka Taxi 117 LLC

Toyota Sienna - 25

[***]

486

Simka Taxi 117 LLC

Toyota Sienna - 25

[***]

487

Simka Taxi 118 LLC

Toyota Sienna - 25

[***]

488

Simka Taxi 118 LLC

Toyota Sienna - 25

[***]

489

Simka Taxi 119 LLC

Toyota Sienna - 25

[***]

490

Simka Taxi 119 LLC

Toyota Sienna - 25

[***]

491

Simka Taxi 120 LLC

Toyota Sienna - 25

[***]

492

Simka Taxi 120 LLC

Toyota Sienna - 25

[***]

493

Simka Taxi 121 LLC

Toyota Sienna - 25

[***]

494

Simka Taxi 121 LLC

Toyota Sienna - 25

[***]

495

▇▇▇▇▇ Taxi 120 LLC

Toyota Sienna - 25

[***]

496

▇▇▇▇▇ Taxi 138 LLC

Toyota Sienna - 25

[***]

497

▇▇▇▇▇ Taxi 199 LLC

Toyota Sienna - 25

[***]

498

▇▇▇▇▇ Taxi 139 LLC

Toyota Sienna - 25

[***]

499

▇▇▇▇▇ Taxi 139 LLC

Toyota Sienna - 25

[***]

500

▇▇▇▇▇ Taxi 140 LLC

Toyota Sienna - 25

[***]

501

▇▇▇▇▇ Taxi 140 LLC

Toyota Sienna - 25

[***]

502

▇▇▇▇▇ Taxi 141 LLC

Toyota Sienna - 25

[***]

503

▇▇▇▇▇ Taxi 141 LLC

Toyota Sienna - 25

[***]

504

Simka Taxi 100 LLC

Toyota Sienna - 25

[***]

505

Simka Taxi 100 LLC

Toyota Sienna - 25

[***]

506

Simka Taxi 101 LLC

Toyota Sienna - 25

[***]

507

Simka Taxi 101 LLC

Toyota Sienna - 25

[***]

508

Simka Taxi 102 LLC

Toyota Sienna - 25

[***]

509

Simka Taxi 102 LLC

Toyota Sienna - 25

[***]

510

Simka Taxi 103 LLC

Toyota Sienna - 25

[***]

511

Simka Taxi 103 LLC

Toyota Sienna - 25

[***]

512

Simka Taxi 104 LLC

Toyota Sienna - 25

[***]

513

Simka Taxi 104 LLC

Toyota Sienna - 25

[***]

514

Simka Taxi 105 LLC

Toyota Sienna - 25

[***]

515

Simka Taxi 105 LLC

Toyota Sienna - 25

[***]

516

Simka Taxi 106 LLC

Toyota Sienna - 25

[***]

517

Simka Taxi 106 LLC

Toyota Sienna - 25

[***]

518

Simka Taxi 107 LLC

Toyota Sienna - 25

[***]

 

 

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

SCHEDULE C

 

The Guarantor (MCC) agrees at all times to maintain the following as certified quarterly by the Borrower’s Chief Financial Officer:

 

1.
Minimum Equity
o
Maintain USD 100,000,000 in total equity as reported under U.S. GAAP in its most recent SEC-filed consolidated balance sheet (Form 10-Q or 10-K) (“Equity”).

 

2.
Leverage Ratio
o
Total Debt to Equity not to exceed 1.75x. Total Debt means the aggregate principal amount of all long-term interest-bearing indebtedness under committed credit facilities and term loans (including current maturities), as reflected on the Guarantor’s consolidated balance sheet prepared in accordance with U.S. GAAP, once such indebtedness is incurred. For avoidance of doubt, Total Debt excludes trade payables, accrued expenses, and any short-term operating liabilities.

 

3.
Debt Service Coverage Ratio (“DSCR”)

(i) Threshold: 1.0x

(ii) Start Date: Testing begins June 30, 2027.

(iii) Calculation Method:

•
DSCR = Adjusted EBITDA ÷ Debt Service
•
Debt Service = all of Guarantor’s interest expense + scheduled principal payments due in that same 12-month period as Adjusted EBIDTA.
•
Adjusted EBITDA will be:
o
Run-rate Adjusted EBITDA annualized as follows:
o
For the three months ending June 30, 2027;
o
For this six months ending September 30, 2027;
o
For the nine months ending December 31, 2027; and
o
Beginning with March 31, 2028 and thereafter, the trailing twelve months.
•
Adjusted EBITDA Definition

EBITDA including the following add-backs and adjustments, as approved by Lender acting reasonably:

1.
Management Fee – Add back any management fees paid or accrued.
2.
Non-Cash Expenses – Add back impairments, and other non-cash charges.
3.
Non-Recurring Income – Subtract non-recurring income.
4.
One-Time Expenses – Add back non-recurring expenses such as:
a.
Integration costs for acquisitions
b.
Setup costs for new taxi garages
c.
Operations for new providers
d.
Other non-recurring items (Capped at no more than 25% of covenant Adjusted EBITDA)
5.
Transaction Expenses – Add back expenses related to acquisitions, divestitures, financing costs, secondary equity sales, or other non-recurring transaction-related costs.
6.
Pro Forma EBITDA for Acquisitions – Adjusted EBITDA shall incorporate Pro Forma EBITDA for Acquisitions which shall include (without duplication): (i) the Adjusted EBITDA of any acquired entity or asset for the portion of the measurement period occurring prior to the reporting date; and (ii) the amount of expected cost savings and other revenue or cost synergies that are reasonably identifiable and projected by the Guarantor in good faith to result from such acquisition or investment.
7.
Pro Forma Run-Rate Cost Savings – Include cost savings anticipated within 24 months, capped at $5.0 million.

 

4. Cure: Borrower may cure a Default resulting from a breach of the financial covenants set forth above by making an equity contribution to the Borrower, such cure to be made not more than twice per calendar year during the term of the Loan and not more than three times in the aggregate during the term of the Loan.

 

4.
Fleet Reporting

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

 

o
Monthly mileage reporting beginning June 30, 2026.

Mileage based on most recent fleet garage visit or TLC inspection (occurs twice per year).

ACP – MIDDLE MARKET LOAN AND SECURITY AGREEMENT – 10/2/25

 

Document Metadata

Filed: January 6th, 2026