STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT dated as of November 12, 1998 (the "Pledge
Agreement") among UGLY DUCKLING CAR SALES AND FINANCE CORPORATION, an Arizona
corporation formerly known as Duck Ventures, Inc. ("Pledgor"), as owner of all
of the outstanding capital stock in Ugly Duckling Receivables Corp. ("UDRC"), a
Delaware corporation, and Ugly Duckling Receivables Corp. II, a Delaware
Corporation ("UDRC II"), UGLY DUCKLING CORPORATION, a Delaware corporation
("UDC") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation
("Lender").
INTRODUCTORY STATEMENTS
Pledgor is the sole holder of fifty (50) shares of common stock, $.01 par
value per share in UDRC and fifty (50) shares of common stock, $.01 par value
per share, in UDRC II (collectively, the "Pledged Shares"). UDC, as debtor, has
on the date hereof entered into a Loan Agreement with Lender (the "Loan
Agreement") pursuant to which UDC has borrowed money from Lender. Pledgor, which
is wholly owned subsidiary of UDC, has agreed to pledge the Pledged Shares and
any proceeds thereof as further security for the Obligations (as defined in the
Loan Agreement). Accordingly, the Pledged Shares and any proceeds thereof will
secure Obligations of UDC and Pledgor to Lender. Terms used herein but not
defined herein shall have the meanings assigned to such terms in the Loan
Agreement.
In consideration of the premises and of the agreements herein contained,
Pledgor, Lender and UDC agree as follows:
Section 1. Definitions.
(a) Capitalized terms used but not otherwise defined in this Pledge
Agreement shall have the meanings specified therefor in the Loan Agreement.
(b) As used herein, the term "Final Date" shall mean the date upon which
all of the Obligations as defined in the Loan Agreement and all obligations
under any other financing arrangement between UDC and Lender, or any Affiliate
of either, have been fully paid and performed to the satisfaction of Lender. The
term "Loan Documents" shall mean the Loan Agreement, this Pledge Agreement and
any and all documents, instruments and agreements securing and/or relating to
the Obligations of UDC or Pledgor to Lender.
Section 2. Pledge of Stock and Grant of Security Interest. As security for
the full and complete performance of all of the Obligations, Pledgor hereby
delivers, pledges and assigns to the Lender and grants in favor of Lender a
security interest in all of Pledgor's right, title and interest in and to the
Pledged Shares, together with all of Pledgor's rights and privileges with
respect thereto, all proceeds, income and profits thereof and all property
received in exchange thereof or in substitution therefor (the "Collateral").
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Section 3. Dividends, Options, or Other Adjustments. Until the Final Date,
Pledgor shall deliver as Collateral to the Lender any and all additional shares
of stock or any other property of any kind distributable on or by reason of the
Collateral, whether in the form of or by way of stock dividends, warrants, total
or partial liquidation, conversion, prepayments, redemptions or otherwise,
including cash dividends and any cash interest payments. If any such dividends,
interest payments, additional shares of capital stock, instruments, or other
property, a security interest in which can only be perfected by possession,
which are distributable on or by reason of the Collateral pledged hereunder,
shall come into the possession or control of Pledgor, Pledgor shall forthwith
transfer and deliver such property to Lender as Collateral hereunder.
Section 4. Delivery of Share Certificates; Stock Powers. Pledgor shall
promptly deliver to Lender, or cause UDRC or UDRC II or any other entity issuing
the Collateral to deliver directly to Lender, share certificates or other
instruments representing any Collateral issued to, acquired or received by
Pledgor after the date of this Pledge Agreement with a stock or bond power duly
executed by Pledgor. If, at any time Lender notifies Pledgor that it requires
additional stock powers endorsed in blank, Pledgor shall promptly execute in
blank and deliver the requested power to Lender.
Section 5. Power of Attorney. Pledgor hereby constitutes and irrevocably
appoints Lender as Pledgor's true and lawful attorney-in-fact, with the power,
after the occurrence of an "Event of Default" under and as defined in the Loan
Agreement, to the full extent permitted by law, to affix to any certificates and
documents representing the Collateral, the stock or bond powers delivered with
respect thereto, and to transfer or cause the transfer of Collateral, or any
part thereof, on the books of UDRC or UDRC II or any other entity issuing such
Collateral, to the name of Lender or any nominee of either, and thereafter to
exercise with respect to such Collateral all the rights, powers and remedies of
an owner. The power of attorney granted pursuant to this Pledge Agreement and
all authority hereby conferred are granted and conferred solely to protect
Lender's interest in the Collateral and shall not impose any duty upon Lender to
exercise any power. This power of attorney shall be irrevocable as one coupled
with an interest until the Final Date.
Section 6. Inducing Representations of Pledgor. Pledgor represents and
warrants to Lender that:
(a) The Pledged Shares are validly issued, fully paid for and
non-assessable.
(b) The Pledged Shares represent all of the issued and outstanding capital
stock of UDRC and UDRC II.
(c) Pledgor is the sole legal and beneficial owner of, and has good and
marketable title to, the Pledged Shares, free and clear of all
pledges, liens, security interests and other encumbrances except the
security interest created by this Pledge Agreement, and Pledgor has
the unqualified right and authority to execute and perform this Pledge
Agreement.
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(d) No options, warrants or other agreements with respect to the Collateral
are outstanding.
(e) Any consent, approval or authorization of or designation or filing with
any authority on the part of Pledgor which is required in connection with the
pledge and security interest granted under this Pledge Agreement has been
obtained or effected.
(f) Neither the execution and delivery of this Pledge Agreement by Pledgor,
the consummation of the transaction contemplated hereby nor the satisfaction of
the terms and conditions of this Pledge Agreement:
(i) conflicts with or results in any breach or violation of any
provision of the articles of incorporation or bylaws of Pledgor or any law,
rule, regulation, order, writ, judgment, injunction, decree, determination
or award currently in effect having applicability to Pledgor or any of its
properties, including regulations issued by an administrative agency or
other governmental authority having supervisory powers over Pledgor;
(ii) conflicts with, constitutes a default (or an event which with the
giving of notice or the passage of time, or both, would constitute a
default) by Pledgor under, or a breach of or contravenes any provision of,
any agreement to which Pledgor or any of its subsidiaries is a party or by
which it or any of their properties is or may be bound or affected,
including without limitation any loan agreement, mortgage, indenture or
other agreement or instrument; or
(iii) results in or requires the creation of any lien upon or in
respect of any of Pledgor's assets except the lien created by this Pledge
Agreement.
(g) With respect to all Pledged Shares heretofore delivered to and
currently held by Lender, and upon delivery to Lender of any Pledged Shares
hereafter issued to, acquired or received by Pledgor, Lender will have a valid,
perfected security interest in and to the Collateral, enforceable as such
against all other creditors of Pledgor and against all persons purporting to
purchase any of the Collateral from Pledgor.
(h) The board of directors of UDRC and UDRC II have duly adopted the
resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto
(the "Standing Dividend Resolutions"), and such resolutions remains in full
force and effect and have not been rescinded, amended, altered, revoked or
modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor
has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend
Direction Letter to the Trustee.
Section 7. Obligations of the UDC and Pledgor. Pledgor further represents,
warrants and covenants to Lender that:
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(a) Pledgor will not sell, transfer or convey any interest in, or
suffer or permit any lien or encumbrance to be created upon or to exist
with respect to, any of the Collateral during the term of this Pledge
Agreement, other than the lien granted hereunder and the lien granted to
General Electric Capital Corporation ("GECC") pursuant to the Amended and
Restated Motor Vehicle Installment Contract Loan and Security Agreement
entered into as of August 15, 1997 among GECC, UDC, Pledgor, and certain
other entities.
(b) Pledgor will not cause or permit UDRC or UDRC II to enter into any
securitization agreement or arrangement other than as set forth in the UDRC
Securitization Documents or the UDRC II Securitization Documents, or
substantially similar agreements and arrangements in the future, without
the prior written consent of Lender.
(c) Pledgor will, at Pledgor's expense, at any time and from time to
time at the request of Lender do, make, procure, execute and deliver all
acts, things, writings, assurances and other documents as may be reasonably
proposed by Lender to preserve, establish, demonstrate or enforce the
rights, interests and remedies of Lender as created by, provided in, or
emanating from this Pledge Agreement.
(d) Pledgor will not take any action which would cause UDRC or UDRC II
to issue any other capital stock without the prior written consent of
Lender.
(e) Pledgor will not consent to any amendment to the articles of
incorporation of UDRC or UDRC II without the prior written consent of
Lender.
(f) Pledgor will not take any action which would cause, and will not
consent to, any transfer by UDRC or UDRC II of the UDRC Class B
Certificates or the UDRC II Class B Certificates.
Section 8. Dividends. Pledgor has not and will not permit UDRC or UDRC II
to, rescind, amend, alter, revoke or modify the Standing Dividend Resolutions,
the UDRC Dividend Direction Letter or the UDRC II Dividend Direction Letter, as
the case may be, in any respect without the prior written consent of Lender.
Section 9. Voting Proxy. Pledgor hereby grants to Lender an irrevocable
proxy to vote the Pledged Shares with respect to any matter permitted under the
Articles of Incorporation of UDRC and UDRC II, as the case may be, which proxy
shall continue until the Final Date. Pledgor represents and warrants that it has
directed UDRC and UDRC II, in accordance with Section 217 of the Delaware
General Corporation Law, to reflect on UDRC's and UDRC II's books, respectively,
the right of Lender to vote the Pledged Shares. Upon the request of Lender,
Pledgor shall deliver to Lender such further evidence of such irrevocable proxy
to vote the Collateral as Lender may request pursuant hereto.
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Section 10. Rights of Lender. Lender may, at any time and without notice,
discharge any taxes, liens, security interests or other encumbrances levied or
placed on the Collateral, pay for the maintenance and preservation of the
Collateral, or pay for insurance on the Collateral; the amount of such payments,
plus any and all reasonable fees, costs and expenses of Lender (including
attorneys' fees and disbursements) in connection therewith, shall be reimbursed
by UDC within five (5) days of demand, with interest thereon from the date paid
at the rate provided in the Loan Agreement.
Section 11. Remedies Upon Event of Default under the Loan Agreement. Lender
may exercise any one or more of the following remedies:
(a) Upon the occurrence of an "Event of Default" pursuant to the Loan
Agreement, Lender may without notice to Pledgor:
(i) cause the Collateral to be transferred to Lender's name or to
the name of a nominee of Lender, and thereafter exercise as to such
Collateral all of the rights, powers and remedies of an owner;
(ii) collect by legal proceedings or otherwise all dividends,
interest, principal payments, capital distributions and other sums now
or hereafter payable on account of the Collateral, and hold all such
sums as part of the Collateral, or apply such sums to the payment of
the Obligations in such manner and order as Lender may decide, in its
sole discretion; or
(iii) enter into any extension, subordination, reorganization,
deposit, merger, or consolidation agreement, or any other agreement
relating to or affecting the Collateral, and in connection therewith
deposit or surrender control of the Collateral thereunder, and accept
other property in exchange therefor and hold and apply such property
or money so received in accordance with the provisions hereof.
(b) In addition to all the rights and remedies of a secured party
under the Uniform Commercial Code as in effect in any applicable
jurisdiction, upon the occurrence of an "Event of Default" pursuant to the
Loan Agreement, Lender shall have the right, without demand of performance
or other demand, advertisement or notice of any kind, except as specified
below, to or upon Pledgor or any other person (all and each of which
demands, advertisements and/or notices are hereby expressly waived to the
extent permitted by law), to proceed forthwith to collect, receive,
appropriate and realize upon the Collateral, or any part thereof in one or
more parcels in accordance with applicable securities laws and in a manner
designed to ensure that such sale will not result in a distribution of the
Pledged Shares in violation of Section 5 of the Securities Act of 1933, as
amended (the "Securities Act") and on such terms (including a requirement
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that any purchaser of all or any party of the Collateral shall be required
to purchase any securities constituting the Collateral solely for
investment and without any intention to make a distribution thereof) as
Lender, in its sole and absolute discretion, deems appropriate without any
liability for any loss due a decrease in the market value of the Collateral
during the period held. If any notification to Pledgor of intended
disposition of the Collateral is required by law, such notification shall
be deemed reasonable and properly given if mailed to Pledgor, postage
prepaid, at least ten (10) days before any such disposition at the address
indicated by Pledgor's signature. Any disposition of the Collateral or any
part thereof may be for cash or on credit or for future delivery without
assumption of any credit risk, with the right of Lender to purchase all or
any part of the Collateral so sold at any such sale or sales, public or
private, free of any equity or right of redemption in Pledgor, which right
of equity is, to the extent permitted by applicable law, hereby expressly
waived or released by Pledgor; or
(c) Lender may elect to sell the Collateral on any credit terms which
it deems reasonable. The out-of-pocket costs and expenses of such sale
shall be for the account of Lender. The sale of any of the Collateral on
credit terms shall not relieve Pledgor of its liability with respect to the
Obligations. All payments received in respect of any sale of the Collateral
by Lender shall be applied to the Obligations as and when such payments are
received and any price received by the Collateral Agreement in respect of
such sale shall be conclusive and binding upon Lender; or
(d) Pledgor recognizes that it may not be feasible to effect a public
sale of all or a part of the Collateral by reason of certain prohibitions
contained in the Securities Act, and that it may be necessary to sell
privately to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire the Collateral for their own account, for
investment and not with a view for the distribution or resale thereof.
Pledgor agrees that private sales may be at prices and other terms less
favorable to the Seller than if the Collateral were sold at public sale,
and that Lender has no obligation to delay the sale of any Collateral for
the period of time necessary to permit the registration of the Collateral
for public sale under the Securities Act. Pledgor agrees that a private
sale or sales made under the foregoing circumstances shall be deemed to
have been made in a commercially reasonable manner; or
(e) If any consent, approval or authorization of any state, municipal
or other governmental department, agency or authority shall be necessary to
effectuate any sale or other disposition of the Collateral or any partial
disposition of the Collateral, Pledgor will execute all such applications
and other instruments as may be required in connection with securing any
such consent, approval or authorization, and will otherwise use its best
efforts to secure the same; or
(f) Lender shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold or disposed of, free from any
other claim or right of whatever kind, including any equity or right of
redemption of Pledgor. Pledgor specifically waives, to the extent permitted
by applicable law, all rights of redemption, stay or appraisal which it may
have under any rule of law or statute now existing or hereafter adopted; or
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(g) Lender shall not be obligated to make any sale or other
disposition of the Collateral permitted under this Pledge Agreement, unless
the terms thereof shall be satisfactory to Lender. Lender may, without
notice or publication, adjourn any such private or public sale and, upon
five (5) days' prior notice to Pledgor, hold such sale at any time or place
to which the same may be so adjourned. In case of any such sale of all or
any part of the Collateral on credit or future delivery, the Collateral so
sold may be retained by Lender until the selling price is paid by the
purchaser thereof, but Lender shall not incur any liability in case of the
failure of such purchaser to take up and pay for the property so sold and,
in the case of any such failure, such property may again be sold as herein
provided.
(h) All of the rights and remedies granted to Lender, including but
not limited to the foregoing, shall be cumulative and not exclusive and
shall be enforceable alternatively, successively or concurrently as Lender
may deem expedient.
Section 12. Limitation on Liability.
(a) Neither Lender nor any of its respective directors, officers,
employers or agents shall be liable to Pledgor, UDC, UDRC or UDRC II for
any action taken or omitted to be taken by it or them hereunder, or in
connection herewith, except that Lender shall be liable for its own gross
negligence, bad faith or willful misconduct.
(b) Lender shall be protected and shall incur no liability to any
party in relying upon the accuracy, acting in reliance upon the contents,
and assuming the genuineness of any notice, demand, certificate, signature,
instrument or other document Lender reasonably believes to be genuine and
to have been duly executed by the appropriate signatory, and (absent actual
knowledge to the contrary of any officer of Lender) Lender shall not be
required to make any independent investigation with respect thereto. Lender
shall at all times be free independently to establish to its reasonable
satisfaction, but shall have no duty to independently verify, the existence
or nonexistence of facts that are a condition to the exercise or
enforcement of any right or remedy hereunder.
(c) Lender may consult with qualified counsel, financial advisors or
accountants and shall not be liable for any action taken or omitted to be
taken by it hereunder in good faith and in accordance with the advice of
such counsel, financial advisors or accountants.
Section 13. Indemnification. UDC and Pledgor jointly and severally agree to
indemnify each of Lender, its Affiliates and Subsidiaries (as such terms are
defined in the Loan Agreement) and their respective directors, officers,
employees and agents, for, and hold each of Lender, its Affiliates and
Subsidiaries and their respective directors, officers, employees and agents
harmless against, any loss, liability or expense (including the costs and
expenses of defending against any claim of liability) arising our of or in
connection with this Pledge Agreement and the transactions contemplated hereby,
except any such loss, liability or expense as shall result from the respective
gross negligence, bad faith or willful misconduct of each of Lender, its
Affiliates and Subsidiaries or their respective directors, officers, employees
or agents. The obligation of UDC and Pledgor under this Section shall survive
the termination of this Pledge Agreement.
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Section 14. Termination. This Pledge Agreement shall continue in full force
and effect until the Final Date. Subject to any sale or other disposition of the
Collateral pursuant to and in accordance with this Pledge Agreement, the
Collateral shall be returned to Pledgor on the Final Date. The obligation of
Pledgor under Section 16 of this Pledge Agreement shall survive the termination
of this Pledge Agreement.
Section 15. Compensation and Reimbursement. UDC agrees for the benefit of
Lender and as part of the Obligations to reimburse Lender upon its request for
all reasonable expenses, disbursements and advances incurred or made by Lender
in accordance with any provision of, or carrying out its duties and obligations
under, this Pledge Agreement (including the reasonable compensation and fees and
the expenses and disbursements of its agents, any independent certified public
accounts and independent counsel), except any expense, disbursement or advances
as may be attributable to negligence, bad faith or willful misconduct on the
part of Lender.
Section 16. Foreclosure Expenses of Lender. All expenses (including
reasonable fees and disbursements of counsel) incurred in compliance with this
Pledge Agreement by Lender in connection with any actual or attempted sale,
exchange of, or any enforcement, collection, compromise or settlement respecting
this Pledge Agreement or the Collateral, or any other action taken in compliance
with this Pledge Agreement by Lender hereunder, whether directly or as
attorney-in-fact pursuant to a power of attorney or other authorization herein
conferred, for the purpose of satisfaction of the Obligation shall be deemed an
Obligation for all purposes of this Pledge Agreement and Lender may apply the
Collateral to payment of or reimbursement of itself for such liability.
Section 17. Notices. Any notice or other communication given hereunder
shall be in writing and shall be sent by registered mail, postage prepaid,
overnight courier or personally delivered or facsimiles to the recipient as
follows:
To Pledgor:
UGLY DUCKLING CAR SALES
AND FINANCE CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx X. Xxxxxxxx
Facsimile: (000) 000-0000
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with a copy to:
XXXXX & XXXXXX, L.L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
To Lender:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
OFFICE OF THE GENERAL COUNSEL
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
XXXXXXXX & XXXXX
000 Xxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
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To UDC:
UGLY DUCKLING CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
with a copy to:
XXXXX & XXXXXX, L.L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
Section 18. General Provisions.
(a) The failure of Lender to exercise or delay in exercising any
right, power or remedy hereunder, shall not operate as a waiver thereof,
nor shall any single or partial exercise by Lender of any right, power or
remedy hereunder preclude any other or future exercise thereof, or the
exercise of any other right, power or remedy. The remedies herein provided
are cumulative and are not exclusive of any remedies provided by law or any
other agreement.
(b) The representations, covenants and agreements of Pledgor herein
contained shall survive the date hereof; provided, however, that only
Section 13 shall survive after the Final Date.
(c) Neither this Pledge Agreement nor the provisions hereof can be
changed, waived or terminated unless any such change, waiver or termination
shall be in writing, signed by the parties hereto. This Pledge Agreement
shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors, legal representatives and assigns. If any
provision of this Pledge Agreement shall be invalid or unenforceable in any
respect or in any jurisdiction, the remaining provisions shall remain in
full force and effect and shall be enforceable to the maximum extent
permitted by law.
(d) This Pledge Agreement may be executed in counterparts, each of
which shall constitute an original but all of which, when taken together,
shall constitute one instrument.
(e) THE VALIDITY OF THIS PLEDGE AGREEMENT AND THE OTHER LOAN
DOCUMENTS, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND
THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO
ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
NEW YORK.
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THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS PLEDGE AGREEMENT MAY BE TRIED AND LITIGATED IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
PLEDGOR, COLLATERAL AGENT AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION.
THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS
REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Pledge Agreement on the date first above written.
UGLY DUCKLING CAR SALES AND FINANCE
CORPORATION, an Arizona corporation
By: /s/ XXX XXXXXXXX
------------------
Name: Xxx Xxxxxxxx
Title: Secretary
UGLY DUCKLING CORPORATION,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC., a Delaware corporation
By: /s/ XXX XXXXX
---------------------------------
Name: Xxx Xxxxx
Title: Vice President
