The audited consolidated balance sheets and related statements of income and cash flows of Holdings and its Subsidiaries as of and for the fiscal year ended March 31, 2012, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, presents fairly in all material respects the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its cash flows for such fiscal years.

. The Borrower has heretofore furnished or made available to the Lenders # the audited consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016, certified by its chief financial officer and # the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, in each case, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. Since December 31, 2016, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the financial statements referred to above or the notes thereto and except as set forth in any periodic filing with the Securities and Exchange Commission by the Borrower, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Restatement Date, any material contingent liabilities or material unrealized losses except as evidenced by the Loan Documents.

Financial Condition. There shall have been no Material Adverse Change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

FINANCIAL CONDITION. The reports and financial statements of Borrower submitted to Lender in connection with the Loan have been prepared from Borrower’s records in accordance with generally accepted accounting principles and practices, consistently applies, fairly reflect the financial condition of Borrower for the periods therein defined. No material adverse changes have since occurred.

The pro forma covenant compliance certificate described in [Section 5.1(j)], copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to # the Loans to be made on the Funding Date and the use of proceeds thereof, # the repayment of Indebtedness under the Existing Credit Agreement and # the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial covenant compliance of Borrower and its consolidated Subsidiaries as at the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition. The Consolidated statement of assets, liabilities and capital of the Parent Guarantor as at December 31, 2015 and the related Consolidated statement of operations and Consolidated statement of cash flows of the Parent Guarantor for the fiscal yearFiscal Year then ended, accompanied by unqualified opinions of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated assets, liabilities and capital of the Parent Guarantor as at June 30, 2016, and the related Consolidated statement of operations and Consolidated statement of cash flows of the Parent Guarantor for the six months then ended, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of such assets, liabilities and capital as at June 30, 2016, and such statement of operations and cash flows for the six months then ended, to

Financial Condition. The Borrower has heretofore furnished to Administrative Agent and Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows # as of and for the Fiscal Year ended June 30, 2018, reported on by Grant Thornton LLP, independent public accountants, and # as of and for the month and the portion of the Fiscal Year ended December 31, 2018 certified by a Responsible Officer. Such financial statements present fairly in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in [clause (ii) of this Section 3.4(a)]. On the Effective Date, none of the Borrower or its Subsidiaries has any material Indebtedness or other liabilities (direct or contingent) including liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case required in accordance with GAAP to be referred to or reflected or provided for in their balance sheets, except as referred to or reflected or provided for in the balance sheets referred to in [clauses (i) and (ii) of this Section 3.4(a)].

Financial Condition. Neither the Buyer nor any general partner, limited partner, shareholder or joint venturer in the Buyer is involved in any financial difficulties which would impair or prevent a closing pursuant to this Agreement on the Closing Date. The Buyer has now and will have as of the Closing Date sufficient liquid assets, capital and net worth to meet its obligations under the Sale Documents and to pay the Purchase Price without any financing or other contingencies.

Financial Condition. The Borrower has heretofore furnished to the Lenders # the consolidated or combined, as applicable, balance sheet and consolidated statements of income, equity and cash flows of Cars.com, LLC (f/k/a Classified Ventures, LLC) as of and for the fiscal years ended December 31, 2015 and December 31, 2016 and for the period from October 1, 2014 to December 31, 2014, in each case as reported on by Ernst & Young LLP and # the consolidated or combined, as applicable, statements of income, changes in members’ equity and cash flows of Cars.com, LLC (f/k/a Classified Ventures, LLC) as of and for the period from January 1, 2014 to October 1, 2014, as reported on by PricewaterhouseCoopers LLP. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP. There are no liabilities of the Borrower or any of its Subsidiaries, fixed or contingent, which are material in relation to the consolidated financial condition of the Borrower that are not reflected in the most recent consolidated financial statements of the Borrower delivered pursuant to this Section or [Section 6.01(a) or (b)] or in the notes thereto, other than # the Parent Debt, # liabilities arising in the ordinary course of business since the date of such financial statements and # any matters listed on [Schedule 7.01].

Financial Condition. The Parent Guarantor has heretofore furnished to the Borrower and the Administrative Agent, a copy of: