Common use of Financial Statements; Undisclosed Liabilities; Absence of Certain Changes Clause in Contracts

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company has provided to the Acquirer (i) the audited consolidated balance sheet of the Company as of December 31, 2010 and the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of July 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied (except as described in the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 is referred to as the “Balance Sheet” and July 31, 2011 is referred to as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been any action taken by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent of the Acquirer pursuant to Section 4.01(a)(i). (b) The Company and the Company Subsidiaries do not have any liabilities or obligations (whether accrued, absolute, matured or unmatured, contingent, unasserted or otherwise) of a nature required by GAAP to be reflected on a consolidated balance sheet of the Company or in the notes thereto, except (i) as disclosed, reflected or reserved against in the Balance Sheet or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the Balance Sheet Date, and (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered by the Tax indemnification in Section 6.16 of the Shareholders Agreement or (z) reflected in the Pro Forma Capitalization. (c) Since December 31, 2010, the Company has conducted its business only in the ordinary course, and there has not been a Company Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participate.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company Seller has provided delivered to Buyer, as Section 2.6 to the Acquirer Seller Disclosure Schedule, (ia) the audited consolidated balance sheets of the Business as of February 2, 2008 (the audited balance sheet of the Company Business as of December 31February 2, 2010 and the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of July 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied (except as described in the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 2008 is referred to herein as the “Balance Sheet” and July 31February 2, 2011 2008 is referred to herein as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof) and February 3, there has not been any action taken by the Company or any Company Subsidiary which2007 and audited statements of operations, if taken following entry by the Company into this Agreement, would have required the consent statements of cash flows and statements of changes in equity of the Acquirer pursuant Business for each of the fiscal years ended February 2, 2008, February 3, 2007 and January 28, 2006 and (b) the unaudited balance sheet of the Business as of August 30, 2008 and unaudited statement of operations of the Business for the seven months ended August 30, 2008 (all such audited and unaudited financial statements and any notes thereto are hereinafter collectively referred to Section 4.01(a)(ias the “Financial Statements”). (b) The Company Except as set forth in Section 2.6(b) of the Seller Disclosure Schedule, the Financial Statements: (i) present fairly in all material respects the financial position of the Business as of the dates thereof and the Company Subsidiaries do results of operations of Seller for the periods covered thereby; (ii) are consistent in all material respects with the books and records of the Business; and (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated therein), except that the Financial Statements may not contain footnotes and any interim Financial Statements are subject to normal and recurring year-end adjustments, none of which is expected to be material individually or in the aggregate. (c) Except as set forth in Section 2.6(c) of the Seller Disclosure Schedule, Seller does not have any liabilities or obligations (of any nature, whether accrued, absolute, matured or unmatured, contingent, unasserted contingent or otherwise) of a nature required by GAAP , and whether due or to be reflected on a consolidated balance sheet of the Company or in the notes theretobecome due, except other than (i) liabilities reflected on the Balance Sheet, or (ii) liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business. At the Balance Sheet Date, there were no material loss contingencies (as disclosed, reflected or reserved against such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) that will not be adequately provided for in the Balance Sheet as required by said Statement No. 5. (d) Except as set forth in Section 2.6(d) of the Seller Disclosure Schedule or as otherwise contemplated by this Agreement, since February 3, 2008, Seller has conducted the notes thereto, (ii) for liabilities and obligations incurred Business in the ordinary course of business since the Balance Sheet Date, and (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered by the Tax indemnification in Section 6.16 of the Shareholders Agreement or (z) reflected in the Pro Forma Capitalization. (c) Since December 31, 2010, the Company has conducted its business only in the ordinary course, and there has not been a Company occurred any Seller Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participate.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company Seller has provided delivered to the Acquirer Buyer true and complete copies of (i) the audited consolidated unaudited balance sheet of the Company Business as of December 31at February 2, 2010 2013 and January 28, 2012 and the related statements unaudited statement of income, shareholders’ equity and cash flows operations of the Business for the year then fiscal years ended (the “Audited Financial Statements”) February 2, 2013 and January 28, 2012 and (ii) the unaudited consolidated balance sheet of the Company Business as of July 31at May 4, 2011 2013 and the related statements unaudited statement of income, shareholders’ equity and cash flows operations of the Business for the seven three-months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Interim Financial Statements”). The All of the foregoing financial statements of the Business are collectively referred to herein as the “Financial Statements Statements.” (b) Except as set forth in Section 2.4(b) of the Seller Disclosure Schedule, the Financial Statements: (i) present fairly in all material respects the financial position of Seller as of the dates thereof and the results of operations of Seller for the periods covered thereby; (ii) are consistent in all material respects with the Business Records of Seller; and (iii) have been prepared in accordance conformity with generally accepted Seller’s internal management accounting principles policies applied on a consistent basis with prior years. (c) Except as set forth in Section 2.4(c) of the Seller Disclosure Schedule, Seller does not have any liabilities, other than (i) liabilities reflected on the Financial Statements, and (ii) liabilities incurred subsequent to the date of the most recent balance sheet included in the United States (“GAAP”), consistently applied (except as described Financial Statements in the notes thereto and, ordinary course of business. (d) Except as set forth in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsSection 2.4(d) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company Seller Disclosure Schedule or as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 is referred to as the “Balance Sheet” and July 31, 2011 is referred to as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been any action taken otherwise contemplated by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required since February 2, 2013, Seller has conducted the consent of the Acquirer pursuant to Section 4.01(a)(i). (b) The Company and the Company Subsidiaries do not have any liabilities or obligations (whether accrued, absolute, matured or unmatured, contingent, unasserted or otherwise) of a nature required by GAAP to be reflected on a consolidated balance sheet of the Company or in the notes thereto, except (i) as disclosed, reflected or reserved against in the Balance Sheet or the notes thereto, (ii) for liabilities and obligations incurred Business in the ordinary course of business since the Balance Sheet Date, and (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered by the Tax indemnification in Section 6.16 of the Shareholders Agreement or (z) reflected in the Pro Forma Capitalization. (c) Since December 31, 2010, the Company has conducted its business only in the ordinary course, and there has not been a Company occurred any Seller Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participate.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company has provided Sellers have previously made available to the Acquirer (i) the Buyer true, complete and correct copies of audited consolidated balance sheet of the Company financial statements for RFS Texas and its subsidiaries as of and for the years ended December 31, 2010 2002, December 31, 2001 and the related statements of incomeDecember 31, shareholders’ equity and cash flows for the year then ended 2000 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of July 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Year End Financial Statements”). The Each of the balance sheets included in the Year End Financial Statements have been prepared fairly presents in accordance with generally accepted accounting principles all material respects the financial position of RFS Texas and its subsidiaries as of its date and each of the statements of operations and cash flow statements included in the United States (“GAAP”), consistently applied (except as described Year End Financial Statements fairly presents in all material respects the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof RFS Texas and its subsidiaries for the respective periods indicated. The unaudited consolidated balance sheet of the Company period therein set forth, in each case in accordance with GAAP applied on a consistent basis (except as of July 31, 2011 is referred to as the “Balance Sheet” and July 31, 2011 is referred to as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been may be disclosed in any action taken by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent of the Acquirer pursuant to Section 4.01(a)(inotes thereto). (b) The Company and the Company Subsidiaries do not have any liabilities or obligations (whether accrued, absolute, matured or unmatured, contingent, unasserted or otherwise) of a nature required by GAAP to be reflected on a consolidated balance sheet of the Company or in the notes thereto, except Sellers (i) have previously made available to Buyer true, complete and correct copies of (x) the audited statutory financial statements of the Insurance Companies as disclosedfiled with the insurance departments of their respective states of domicile for the years ended December 31, reflected or reserved against 2001 and December 31, 2000, and (y) the unaudited statutory financial statements of the Insurance Companies as filed with the insurance departments of their respective states of domicile for the year ended December 31, 2002, in the Balance Sheet or the notes each case together with all exhibits and schedules thereto, and (ii) for liabilities will make available to Buyer true, complete and obligations incurred in the ordinary course of business since the Balance Sheet Date, and (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered by the Tax indemnification in Section 6.16 correct copies of the Shareholders Agreement or (z) reflected in audited statutory financial statements of the Pro Forma Capitalization. (c) Since Insurance Companies as filed with the insurance departments of their respective states of domicile for the year ended December 31, 20102002, the Company has conducted its business only in the ordinary course, together with all exhibits and there has not been a Company Material Adverse Effect. For purposes schedules thereto within three (3) Business Days of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from such filing ((i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, and (ii) changes are hereinafter referred to as the “SAP Statements”). Each of the SAP Statements fairly presents or upon delivery will fairly present, in general economic conditions in all material respects, the United States or statutory financial condition of the Company’s or Insurance Companies, respectively, at the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation respective dates thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiariesstatutory results of operations for the periods then ended in accordance with SAP, taken applied on a consistent basis throughout the periods indicated except as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participateotherwise specifically noted therein.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company has provided Obligors have delivered to Buyer, as Section 3.5 to the Acquirer Obligor Disclosure Schedule, true and complete copies of the following: (ia) the audited consolidated balance sheet sheets of the Company Business and the Excluded Industries as of December 31, 2010 2008 and the related statements of incomeDecember 31, shareholders’ equity and cash flows for the year then ended 2007 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company Business and the Excluded Industries as of July December 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied (except as described in the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 2008 is referred to herein as the “Balance Sheet” and July December 31, 2011 2008 is referred to herein as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been any action taken by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent ) and statements of operations and retained earnings and statements of cash flows of the Acquirer pursuant Business and the Excluded Industries for each of the fiscal years ended December 31, 2008 and December 31, 2007 and (b) the balance sheet of the Business and the Excluded Industries as of September 30, 2009 and income statement of the Business and the Excluded Industries for the nine months ended September 30, 2009 (all such financial statements and any notes thereto are hereinafter collectively referred to Section 4.01(a)(ias the “Financial Statements”). (b) The Company Except as set forth in Section 3.5(b) of the Obligor Disclosure Schedule, the Financial Statements, to Obligors’ knowledge: (i) present fairly in all material respects the financial position of the Business and the Company Subsidiaries do not Excluded Industries as of the dates thereof and the results of operations of the Business for the periods covered thereby; (ii) are consistent in all material respects with the books and records of the Business and the Excluded Industries; and (iii) have been prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein), except that any interim Financial Statements are subject to normal and recurring year-end adjustments, none of which is expected to be material individually or in the aggregate. (c) Except as set forth in Section 3.5(c) of the Obligor Disclosure Schedule, none of Borrowers have any material liabilities or obligations (of any nature, whether accrued, absolute, matured or unmatured, contingent, unasserted contingent or otherwise) of a nature required by GAAP , and whether due or to be reflected on a consolidated balance sheet of the Company or in the notes theretobecome due, except other than (i) as disclosedliabilities reflected on the Balance Sheet, reflected or reserved against in (ii) liabilities incurred subsequent to the Balance Sheet or the notes thereto, (ii) for liabilities and obligations incurred Date in the ordinary course of business since business. At the Balance Sheet Date, and there were no material loss contingencies (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Tax indemnification Financial Accounting Standards Board in Section 6.16 of the Shareholders Agreement or (zMarch 1975) reflected that will not be adequately provided for in the Pro Forma CapitalizationBalance Sheet as required by said Statement No. 5. (cd) Since Except as set forth in Section 3.5(d) of the Obligor Disclosure Schedule or as otherwise contemplated by this Agreement, there has not occurred any Obligor Material Adverse Effect and since December 31, 20102009, Obligors have conducted the Company has conducted its business only Business in the ordinary course, and there has not been a Company Material Adverse Effect. For purposes course of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participatebusiness.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company Each Seller has provided delivered to the Acquirer Buyer, as Schedule 4.3, (ia) the audited RFFG, LLC consolidated balance sheet of the Company as of December 31, 2009 and September 30, 2010 and the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company sheets as of July 31September 30, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied (except as described in the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 is 2010 are collectively referred to herein as the “Balance Sheet” and July 31September 30, 2011 2010 is referred to herein as the “Balance Sheet Date”. Since ) and the Balance Sheet Date RFFG, LLC profit and loss statements for the twelve-month period from January 1, 2009 through December 31, 2009 and the date hereofnine-month period from January 1, there has not been 2010 through September 30, 2010 (all such financial statements and any action taken by notes thereto are hereinafter collectively referred to as the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent of the Acquirer pursuant to Section 4.01(a)(i“Financial Statements”). (b) The Company Except as set forth in Schedule 4.3, the Financial Statements: (i) present fairly in all material respects the financial position of RFFG, LLC, which includes the Business, as of the dates thereof and the Company Subsidiaries do not results of operations of RFFG, LLC, which includes the Business, for the periods covered thereby; (ii) are consistent in all material respects with the books and records of RFFG, LLC, which includes the Business; and (iii) have been prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein), except that any interim Financial Statements are subject to normal and recurring year-end adjustments, none of which is expected to be material individually or in the aggregate. (c) Except as set forth in Schedule 4.3, Sellers have no material liabilities or obligations (of any nature, whether accrued, absolute, matured or unmatured, contingent, unasserted contingent or otherwise) of a nature required by GAAP , and whether due or to be reflected on a consolidated balance sheet of the Company or in the notes theretobecome due, except other than (i) as disclosedliabilities reflected on the Balance Sheet, reflected or reserved against in (ii) liabilities incurred subsequent to the Balance Sheet or the notes thereto, (ii) for liabilities and obligations incurred Date in the ordinary course Ordinary Course of business since Business. At the Balance Sheet Date, and there were no material loss contingencies (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Tax indemnification Financial Accounting Standards Board in Section 6.16 of the Shareholders Agreement or (zMarch 1975) reflected that will not be adequately provided for in the Pro Forma CapitalizationBalance Sheet as required by said Statement No. 5. (cd) Since Except as set forth in Schedule 4.3 or as otherwise contemplated by this Agreement, there has not occurred any Material Adverse Effect and since December 31, 20102009, Sellers have conducted the Company has conducted its business only Business in the ordinary course, and there has not been a Company Material Adverse Effect. For purposes Ordinary Course of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participateBusiness.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company Seller has provided delivered to the Acquirer Buyer, as Schedule 4.3, (ia) the audited consolidated balance sheet sheets of the Company Business as of December 31, 2010 2009 and the related statements of incomeDecember 31, shareholders’ equity and cash flows for the year then ended 2008 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company Business as of July December 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied (except as described in the notes thereto and, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and on that basis fairly present (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 2009 is referred to herein as the “Balance Sheet” and July December 31, 2011 2009 is referred to herein as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been any action taken by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent ) and profit and loss statements and statements of cash flows of the Acquirer pursuant Business for each of the fiscal years ended December 31, 2009 and December 31, 2008 and (b) the balance sheet of the Business as of March 31, 2010 and profit and loss statement and statement of cash flows of the Business for the three months ended March 31, 2010 (all such financial statements and any notes thereto are hereinafter collectively referred to Section 4.01(a)(ias the “Financial Statements”). (b) The Company Except as set forth in Schedule 4.3, the Financial Statements: (i) present fairly in all material respects the financial position of the Business as of the dates thereof and the Company Subsidiaries do not results of operations of the Business for the periods covered thereby; (ii) are consistent in all material respects with the books and records of the Business; and (iii) have been prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein), except that any interim Financial Statements are subject to normal and recurring year-end adjustments, none of which is expected to be material individually or in the aggregate. (c) Except as set forth in Schedule 4.3, Seller has no material liabilities or obligations (of any nature, whether accrued, absolute, matured or unmatured, contingent, unasserted contingent or otherwise) of a nature required by GAAP , and whether due or to be reflected on a consolidated balance sheet of the Company or in the notes theretobecome due, except other than (i) as disclosedliabilities reflected on the Balance Sheet, reflected or reserved against in (ii) liabilities incurred subsequent to the Balance Sheet or the notes thereto, (ii) for liabilities and obligations incurred Date in the ordinary course of business since business. At the Balance Sheet Date, and there were no material loss contingencies (iii) for Taxes (x) accrued after the Determination Date, (y) to the extent covered as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Tax indemnification Financial Accounting Standards Board in Section 6.16 of the Shareholders Agreement or (zMarch 1975) reflected that will not be adequately provided for in the Pro Forma CapitalizationBalance Sheet as required by said Statement No. 5. (cd) Since Except as set forth in Schedule 4.3 or as otherwise contemplated by this Agreement, there has not occurred any Material Adverse Effect and since December 31, 20102009, the Company Seller has conducted its business only the Business in the ordinary course, and there has not been a Company Material Adverse Effect. For purposes course of this Agreement, a “Company Material Adverse Effect” means any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participatebusiness.

Financial Statements; Undisclosed Liabilities; Absence of Certain Changes. (a) The Company has provided to the Acquirer (i) the audited consolidated balance sheet financial statements of the Company as of December 31, 2010 and included in the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of July 31, 2011 and the related statements of income, shareholders’ equity and cash flows for the seven months then ended (the “Unaudited Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been SEC Documents were prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”)principles, consistently applied applied, during the periods involved (except (i) as described may be otherwise indicated in such financial statements or the notes thereto andthereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and on that basis fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries and results of their operations and cash flows for the periods covered thereby (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated. The unaudited consolidated balance sheet of the Company as of July 31, 2011 is referred to as the “Balance Sheet” and July 31, 2011 is referred to as the “Balance Sheet Date”. Since the Balance Sheet Date through the date hereof, there has not been any action taken by the Company or any Company Subsidiary which, if taken following entry by the Company into this Agreement, would have required the consent of the Acquirer pursuant to Section 4.01(a)(i). (b) The Company and the Company Subsidiaries do not have any liabilities has no material obligation or obligations liability (whether accrued, absolute, matured or unmatured, contingent, unasserted unliquidated, or otherwise, whether due or to become due) arising out of a nature required by GAAP transactions entered into at or prior to be reflected on a consolidated balance sheet the Closing of this Agreement, or any action or inaction at or prior to the Company Closing of this Agreement, or in any state of facts existing at or prior to the notes theretoClosing of this Agreement, except (ia) as disclosed, liabilities reflected or reserved against on the latest balance sheet included in the SEC Documents (the "Company Balance Sheet or the notes theretoSheet"), (iib) for liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet Date(none of which is a liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), (c) liabilities arising out of the Content Integration Agreement between the parties hereto being entered contemporaneously with this Agreement, and (iiid) for Taxes (x) accrued after the Determination Date, (y) to the extent covered by the Tax indemnification in Section 6.16 of the Shareholders Agreement liabilities or (z) reflected in the Pro Forma Capitalizationobligations disclosed on Schedule 2.7 hereto. (c) Since December 31, 2010, the Company has conducted its business only Except as disclosed in the ordinary courseSEC Documents, and since September 30, 2001, there has not been a Company Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means no material adverse change nor any event, change, effect or material adverse development that, individually or in the aggregatebusiness, has had properties, operations, financial condition, outstanding securities, employee relations, customer relations or would reasonably be expected to have a Material Adverse Effect other than events, changes, effects or developments resulting from (i) actions or omissions results of operations of the Company or any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (ii) changes in general economic conditions in the United States or the Company’s or the Company Subsidiaries’ industries or markets in general, including their effect on auto sales and resales, (iii) changes in financial and securities market conditions relevant to the Company, including prevailing interest rates, credit availability and liquidity, (iv) changes in national or international political conditions, including acts of war, sabotage or terrorism, military actions or the escalation thereof, or outbreak of hostilities, (v) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes in GAAP, (vi) the announcement of this Agreement, or (vii) any failure, in and of itself, by the Company to meet any internal or disseminated projections, forecasts or predictions for any period (provided that any underlying causes of such failure shall not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); except, with respect to clauses (ii), (iii), (iv), and (v), to the extent that any such circumstance, event, change, development or effect has had or would reasonably be expected to have a disproportionate effect on the Company and the Company Subsidiariesits subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and the Company Subsidiaries participate.