Common use of Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc Clause in Contracts

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries for the Fiscal Year ended on such date, and furnished to the Banks prior to the Second Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the Borrower and its Subsidiaries at December 31, 1995 and September 30, 1996 and the related consolidated and consolidating statements of income operations, cash flows and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Borrower and its Subsidiaries for the Fiscal Year fiscal year and nine-month period ended on such date, and as the case may be, copies of which have been furnished to the Banks prior to the Second Restatement Effective Date and (ii) Initial Borrowing Date, present fairly the consolidated and consolidating statements financial position of financial condition of Furniture Brands the Borrower and its Subsidiaries as at the date of such balance sheets and the results of the end operations of each fiscal quarter the Borrower and its Subsidiaries for the periods covered thereby. The consolidated balance sheet of Furniture Brands ended after Red Lion and its Subsidiaries at December 31, 19951995 and September 30, 1996 and the related consolidated and consolidating statements of income income, cash flows and consolidated statements shareholders' equity of cash flow of Furniture Brands Red Lion and its Subsidiaries for the fiscal year and nine-month period ended on such quarterly periodsdate, and as the case may be, copies of which have been furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date, in each case, present fairly the financial condition position of Furniture Brands Red Lion and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands Red Lion and its Subsidiaries for the periods covered thereby. The pro forma consolidated balance sheet of the Borrower and its Subsidiaries (or Furniture Brands including Red Lion and its Restricted Subsidiaries) at June 30, 1996 and the pro forma income statements of the Borrower and its Subsidiaries as the case may be(including Red Lion and its Subsidiaries) for the respective Fiscal Year or fiscal quarterperiods ended December 31, as 1995 and June 30, 1996, copies of which have been furnished to the case may be Banks prior to the Initial Borrowing Date, present fairly the pro forma financial position of the Borrower and its Subsidiaries (subjectincluding Red Lion and its Subsidiaries) at June 30, 1996 and the results of the operations of the Borrower and its Subsidiaries (including Red Lion and its Subsidiaries) for the periods ended December 31, 1995 and June 30, 1996 and, in the case of unaudited financial the pro forma income statements, to normal year-end adjustments)have been prepared on the assumption that the Transaction had been consummated on January 1, 1995. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, subject to normal year-end audit adjustments in the case of the quarterly nine-month financial statementsstatements referred to above. After giving effect to the Transaction (but for this purpose assuming that the Transaction had occurred prior to December 31, for the omission of footnotes1995), and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individuallysince December 31, or 1995, there has been no material adverse change in the aggregatebusiness, would be materialoperations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole (it being understood and agreed, however, that the representation and warranty made pursuant to this sentence is only being made in connection with Credit Events that occur after the Initial Borrowing Date).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 1996 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries for the Fiscal Year ended on such date, and furnished to the Banks prior to the Second Third Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 19951996, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Third Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries Subsi- diaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared pre- pared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries at for the Fiscal Year ended on December 31, 1995 1997 and the three-month period ended on March 31, 1998, respectively, and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries for the Fiscal Year or three-month period ended on such datedates, as the case may be, and furnished to the Banks prior to the Second Fourth Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material). The pro forma consolidated statements of financial condition of Furniture Brands and its Subsidiaries, in each case after giving effect to the Transaction and the financing therefor, copies of which have been furnished to the Banks prior to the Fourth Restatement Effective Date, present fairly in all material respects the pro forma consolidated financial condition of Furniture Brands and its Subsidiaries as of March 31, 1998.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheets of Vantas as at June 30, 1997, June 30, 1998, December 31, 1998 and consolidating December 31, 1999 and the related consolidated statements of income, stockholders equity and cash flows of Vantas for the fiscal years ended as of such dates, which financial condition statements have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered unqualified opinions in respect thereto, (ii) the unaudited consolidated balance sheet of Furniture Brands Vantas as at March 31, 2000 and its Subsidiaries related consolidated statements of income, stockholders equity and cash flows of Vantas for the fiscal quarter ended as of such date, (iii) the audited consolidated balance sheets of HQ as at December 31, 1995 1997, December 31, 1998 and December 31, 1999 and the related consolidated and consolidating statements of income earnings and consolidated statements cash flows of cash flow and changes in shareholders' equity of Furniture Brands HQ and its Subsidiaries for the Fiscal Year fiscal years ended on as of such dates, which financial statements have been examined by KPMG LLP independent certified public accountants, who delivered unqualified opinions in respect thereto, (iv) the unaudited consolidated balance sheet of HQ as at March 31, 2000 and the related statements of earnings and cash flows of HQ and its Subsidiaries for the fiscal quarter ended as of such date, and furnished (v) the pro forma (after giving effect to the Banks prior to Transaction and the Second Restatement Effective Date related financing thereof) consolidated balance sheets and (ii) the consolidated and consolidating statements of financial condition income and cash flow of Furniture Brands the Parent and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after at December 31, 1995, 1999 and (vi) the estimated (after giving effect to the Transaction and the related financing thereof) consolidated and consolidating statements balance sheet of income and consolidated statements of cash flow of Furniture Brands the Parent and its Subsidiaries for such quarterly periodsas at May 31, 2000, copies of all of which financial statements referred to in the preceding clauses (i), (ii), (iii), (iv), (v) and (vi) have heretofore been furnished to the Banks prior to the Second Restatement Effective Date, in each caseBank, present fairly the financial condition position of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) respective entities at the date dates of such said statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be period covered thereby (subjector, in the case of unaudited the pro forma financial statements, present a good faith estimate of the pro forma financial condition of Parent and its Subsidiaries (after giving effect to normal year-end adjustmentsthe Transaction) on a consolidated basis at the date thereof). All such financial statements (other than the estimated balance sheet referred in clause (vi) above) have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, applied except to the extent provided in the case of the quarterly notes to said financial statements and with respect to interim financial statements, for subject to normal year end adjustments. Since December 31, 1999 (after giving effect to the omission of footnotesTransaction as if same had been consummated on such date), and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or there has been no material adverse change in the aggregateperformance, would be material)business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of Parent and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Borrower and its Subsidiaries for the Fiscal Year fiscal year of the Borrower ended January 3, 2004, and the related consolidated statements of income, cash flows and shareholders' equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date and (ii) the unaudited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands the Borrower and its Subsidiaries as for the fiscal quarters of the end of each fiscal quarter of Furniture Brands Borrower ended after December 31on April 24, 19952004 and July 17, 2004, and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for the fiscal quarters of the Borrower ended on such quarterly periodsdates, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date, in each case, present fairly in all material respects the financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied (except, in the case of the quarterly aforementioned unaudited financial statements, for normal year-end audit adjustments and the omission absence of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and (x) the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Company and its Subsidiaries for the Fiscal Year fiscal year of the Company ended on November 30, 20092015 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such datefiscal year, and furnished to (y) the Banks prior to Acquired Business and its Subsidiaries for the Second Restatement Effective Date fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands (x) the Company and its Subsidiaries as for the threetwo fiscal quarters of the end of each fiscal quarter of Furniture Brands Company ended after December AugustMay 31, 1995, 20102016 and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Company and its Subsidiaries for such quarterly periodsfiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Banks Administrative Agent and each Lender prior to the Second Restatement Effective Date, in each case, present fairly in all material respects the consolidated financial condition of Furniture Brands the Company and its Subsidiaries (or Furniture Brands the Acquired Business and its Restricted Subsidiaries, as the case may be) , at the date dates of such said financial statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarterperiods covered thereby, as the case may be (subject, in the case of the unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices principlesGAAP consistently applied, except, except to the extent provided in the case of the quarterly notes to said financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements audited balance sheets of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands PESCO and its Subsidiaries for the Fiscal Year fiscal year ended on December 31, 1996 and the related consolidated statements of income, cash flows and shareholders' equity of PESCO and its Subsidiaries for the fiscal year ended on such date, and the consolidated balance sheets of PESCO and its Subsidiaries for the fiscal quarter ended on June 30, 1997 and the related consolidated statements of income, cash flows and shareholders' equity of PESCO and its Subsidiaries for the fiscal quarter ended on such date, copies of which have been furnished to the Banks on or prior to the Second Restatement Effective Date and (ii) Date, present fairly in all material respects the consolidated and consolidating statements financial position of financial condition of Furniture Brands PESCO and its Subsidiaries as at the dates of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, such balance sheets and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands PESCO and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices GAAP consistently applied. The pro forma capitalization of PESCO and its Subsidiaries as of June 30, except1997 after giving effect to the Identified Acquisitions, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all a copy of which are has been furnished to the Banks on or prior to the Effective Date, presents fairly in all material respects the pro forma capitalization of a recurring nature PESCO and none its Subsidiaries as of which individuallyJune 30, or in 1997 after giving effect to the aggregate, would be material)Identified Acquisitions.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The (i) The audited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Canadian Parent and its Subsidiaries for the Fiscal Year fiscal years ended on December 31, 2000, December 31, 2001 and December 31, 2002, and the related consolidated statements of income, shareholders' equity and cash flows of the Canadian Parent and its Subsidiaries for the fiscal years ended on such dates, and furnished to the Lenders prior to the Escrow Deposit Date, (ii) audited consolidated balance sheets of Wallace and its Subsidiaries for the fiscal years -55- ended on July 31, 2000, July 31, 2001 and July 31, 2002, and the related consolidated statements of earnings, shareholder's equity and cash flows of Wallace and its Subsidiaries for the fiscal year ended on such date, and furnished xxx xxrnished to the Banks Lenders prior to the Second Restatement Effective Date Escrow Deposit Date, and (iiiii) unaudited consolidated balance sheets of Wallace and its, Subsidiaries for the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of fiscal quarters ended on Octobxx 00, 2002 and, if this representation is being made on or after the end of each fiscal quarter of Furniture Brands ended after December Escrow Release Date, January 31, 19952003, and the related consolidated and consolidating statements of income income, shareholders' equity and consolidated statements cash flows of cash flow of Furniture Brands Wallace and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Datefiscal quarters ended on such xxxxx, in each case, case present fairly in all material respects the financial condition of Furniture Brands the Canadian Parent and its Subsidiaries (or Furniture Brands Wallace and its Restricted Subsidiaries, as the case may be) , at the date of such statements sucx xxxxxments of financial condition and the results of the operations of Furniture Brands the Canadian Parent and its Subsidiaries (or Furniture Brands Wallace and its Restricted Subsidiaries Subsidiaries, as the case may be) , for the respective Fiscal Year xxxxxx year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such interim monthly or quarterly financial statements furnished to the Agents and the Lenders prior to the Escrow Deposit Date or the Escrow Release Date, as the case may be, present fairly in all material respects in accordance with GAAP the consolidated results of the operations of the Canadian Parent and its Subsidiaries and Wallace and its Subsidiaries, respectively, for the periods covered xxxxxxx. All of the foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently appliedGAAP, except, in the case of the quarterly financial and monthly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The Apria has previously furnished to each of the Banks consolidated and consolidating statements balance sheets of financial condition of Furniture Brands Apria and its consolidated Subsidiaries as at December 31, 1995 1997 and the related consolidated statements of income, retained earnings and cash flow of Apria and its consolidated Subsidiaries for the fiscal year ended on that date, with the opinion (in the case of the consolidated balance sheet and statements) of Ernst & Young, and the unaudited consolidated and consolidating statements balance sheets of income Apria and its consolidated Subsidiaries as at June 30, 1998 and the related consolidated statements of income, retained earnings and cash flow and changes in shareholders' equity of Furniture Brands Apria and its consolidated Subsidiaries for the Fiscal Year three-month period ended on such date, and furnished to the Banks prior to the Second Restatement Effective Date and (ii) . All such financial statements fairly present in all material respects the consolidated and consolidating statements of financial condition of Furniture Brands Apria and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition those dates and the consolidated results of the their operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be year and three-month period ended on those dates (subject, in the case of unaudited such financial statementsstatements as at June 30, 1998, to normal year-end audit adjustments). All such financial statements have been prepared , all in accordance with generally accepted accounting principles and practices consistently appliedGAAP. Neither Apria nor any of its Material Subsidiaries has on the Effective Date any material contingent liabilities, exceptliabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except (i) as referred to or reflected or provided for in the case most recent 50 57 balance sheet referred to above, and (ii) those that are permitted by this Agreement. Since June 30, 1998, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of Apria and its consolidated Subsidiaries from that set forth in the quarterly financial statementsstatements as at June 30, 1998 for the omission of footnotesperiod ending on that date, excluding the 1998 Third Quarter Charges and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material)Reserves.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements of financial condition of Furniture Brands the Company and its Subsidiaries at December 31, 1995 1996, December 31, 1997 and December 31, 1998 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Company and its Subsidiaries for the Fiscal Year fiscal years ended on such datedates, and furnished to the Banks Lenders prior to the Second Restatement Effective Date and Closing Date, (ii) the audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the Company and its Subsidiaries as of the end of each the fiscal quarter of Furniture Brands the Company ended after December 31September 30, 19951999, and the related consolidated and consolidating statements of income earnings, shareholders' equity and consolidated statements cash flows of cash flow of Furniture Brands the Company and its Subsidiaries for such quarterly periodsperiod, and furnished to the Banks Lenders prior to the Second Restatement Effective Closing Date, (iii) the consolidated balance sheet of the Company and its Subsidiaries as of the end of the fiscal month of the Company ended October 31, 1999 and the related consolidated statements of earnings, shareholders' equity and cash flows of the Company and its Subsidiaries for such monthly period and (iv) an unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date and after giving effect to the Transactions and the incurrence of all Indebtedness (including the Bridge Loan, the Senior Credit Facility and the Mezzanine Financing) contemplated herein (the "Pro Forma Balance Sheet"), in each case, case present fairly in all material respects the financial condition of Furniture Brands the Company and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands the Company and its Subsidiaries for the periods covered thereby (or Furniture Brands and its Restricted Subsidiaries as or, in the case may be) for of the respective Fiscal Year or fiscal quarterPro Forma Balance Sheet, as presents a good faith estimate of the case may be consolidated PRO FORMA financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with generally accepted accounting principles GAAP and practices consistently applied, except, in the case of the quarterly financial and monthly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (ia)(i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at the Company for the fiscal year ended in December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements retained earnings and cash flows of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries the Company for the Fiscal Year fiscal year ended on such as of said date, which statements have been audited by Deloitte & Touche LLP or its predecessor in interest, who delivered an unqualified opinion with respect thereto and furnished copies of which have heretofore been delivered to each Bank, present fairly the Banks prior to consolidated financial position of the Second Restatement Effective Date respective entities at the dates of said statements and the results of operations for the periods covered thereby, (ii) the C/M 11752.0000 414856.1 unaudited consolidated balance sheet of the Company for the fiscal quarter ended in June 1996 and consolidating the related unaudited consolidated statements of financial condition income and retained earnings and cash flows of Furniture Brands and its Subsidiaries the Company for the fiscal quarter ended as of said date, copies of which have heretofore been delivered to each Bank, present fairly the end consolidated financial position of each the respective entities at the dates of such statements and the results of operations for the periods covered thereby, (iii) the audited consolidated balance sheets of CPLP for the fiscal quarter of Furniture Brands years ended after December 31, September 30 1995, 1994 and 1993 and the related consolidated and consolidating statements of income income, changes in equity and consolidated cash flows of CPLP for the fiscal years ended as of said dates, which statements have been examined by Deloitte & Touche, Chartered Accountants, or its predecessor in interest, who delivered an unqualified opinion with respect thereto and copies of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished which have heretofore been delivered to the Banks prior to the Second Restatement Effective Date, in each caseBank, present fairly the consolidated financial condition position of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) CPLP at the date dates of such said statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or periods covered thereby and (iv) the unaudited consolidated balance sheet of CPLP for the fiscal quarterquarter ended in June 27, 1996 and the related consolidated statements of income, changes in equity and cash flows of CPLP for the fiscal quarter ended as of said date, copies of which have heretofore been delivered to each Bank, present fairly the case may be (subject, consolidated financial position of CPLP at the dates of said statements and the results of operations for the periods covered thereby. All financial statements referred to in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements preceding sentence have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, applied except (i) in the case of the quarterly audited financial statements, to the extent provided in the notes to said financial statements, (ii) in the case of the unaudited financial statements, for the omission absence of footnotesfootnotes and for the same being subject to normal year-end audit adjustments and (iii) in the case of the financial statements of CPLP, such financial statements have been prepared in accordance with Canadian generally accepted accounting principles and practices consistently applied and the Company has provided to the Banks a reconciliation of such financial statements of CPLP to generally accepted accounting principles in the United States. The unaudited pro forma consolidated balance sheets and income statements of each of (i) the Company and its Subsidiaries (including CPLP and its Subsidiaries) and (ii) the Canadian Borrower and its subsidiaries prepared prior to the Initial Borrowing Date and designated by the Company as the pro forma financial statements referred to in this Section 8.05(a), copies of which have been furnished to the Banks on or prior to the Initial Borrowing Date, present fairly the consolidated pro forma financial position and results of operations of the entities covered thereby as at March 31, 1996 (in the case of the pro forma consolidated balance sheets) or for the twelve month period ended on such date (in the case of the pro forma consolidated income statements), in each case based on the assumption that the Canadian Acquisition, the Recapitalization, C/M 11752.0000 414856.1 the related financing thereof and the other transactions contemplated pursuant to this Agreement had been consummated on March 31, 1996 (in the case of the pro forma consolidated balance sheets) or March 31, 1996 (in the case of the pro forma consolidated income statements). The unaudited pro forma consolidated financial statements referred to in the preceding sentence have been prepared on a basis consistent with the financial statements of CPLP referred to in the first sentence of this Section 8.05(a), and certain reclassifications and ordinary end have been prepared in a manner consistent with the requirements of period adjustments and accruals (all Regulation S-X of the SEC which are applicable to pro forma financial information prepared in accordance with the requirements thereof but shall be subject to audit adjustments which shall not materially change the information set forth in such unaudited pro forma financial statements. Since December 31, 1995 (but after giving effect to the Canadian Acquisition, the Recapitalization and the financing of a recurring nature and none of which individuallythe Canadian Acquisition as if same had occurred prior thereto), or there has been no material adverse change in the aggregatebusiness, would be material)operations, property, assets. nature of assets, liabilities, condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands Parent and its Consolidated Subsidiaries at December 31, 1995 1997, and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Parent and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on such date, and copies of which were furnished to the Banks prior to the Second Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second First Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands Parent and its Consolidated Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands Parent and its Consolidated Subsidiaries (or Furniture Brands for the fiscal year covered thereby. The statements of financial condition of Showboat and its Restricted Consolidated Subsidiaries as at December 31, 1997, and the case may be) related statements of income and cash flow and changes in shareholders' equity of Showboat and its Consolidated Subsidiaries for the respective Fiscal Year or fiscal quarteryear ended on such date, as copies of which were furnished to the case may be (subjectBanks prior to the First Restatement Effective Date, in present fairly the case financial condition of unaudited Showboat and its Consolidated Subsidiaries at the date of such statements of financial statements, to normal year-end adjustments)condition and the results of the operations of Showboat and its Consolidated Subsidiaries for the fiscal year covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied. The pro forma consolidated financial statements of Parent and its Consolidated Subsidiaries as of December 31, except1997, after giving effect to the Transaction and the financing therefor, copies of which have been furnished to the Banks prior to the First Restatement Effective Date, present fairly the pro forma consolidated financial position of Parent and its Consolidated Subsidiaries as of December 31, 1997 and the pro forma consolidated results of operations of Parent and its Consolidated Subsidiaries for the fiscal year covered thereby. All such pro forma financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied. Since December 31, 1997, there has been no material adverse change in the case business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the quarterly financial statements, for the omission of footnotes, Parent and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of its Subsidiaries taken as a recurring nature and none of which individually, or in the aggregate, would be material)whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance sheets of ATC for the fiscal year and consolidating statements of financial condition of Furniture Brands nine month period ended on February 28, 1997 and its Subsidiaries at December 31November 30, 1995 1997, respectively, and the related consolidated and consolidating statements of income income, cash flows and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries ATC for the Fiscal Year fiscal year or nine month period, as the case may be, ended on such datedates, and copies of which have been furnished to the Banks prior to the Second Restatement Effective Date and (ii) Initial Borrowing Date, present fairly in all material respects the consolidated financial position of ATC at the dates of such balance sheets and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as the consolidated results of the end operations of ATC for the periods covered thereby. The consolidated balance sheet of each of Bing Yen and EWI for the fiscal quarter of Furniture Brands years ended after on December 31, 19951996 and June 30, 1997, respectively, and the related consolidated and consolidating statements of income income, cash flows and consolidated statements shareholders' equity of cash flow each of Furniture Brands Bing Yen and its Subsidiaries EWI for the respective fiscal years ended on such quarterly periodsdates, and copies of which have been furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date, in each case, present fairly in all material respects the consolidated financial condition position of Furniture Brands each of Bing Yen and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) EWI at the date dates of such statements of financial condition balance sheets and the consolidated results of the operations of Furniture Brands each of Bing Yen and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) EWI for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied. The pro forma consolidated financial statements of Holdings and its Subsidiaries as of November 30, except1997, in each case after giving effect to the Transaction and the financing therefor, copies of which have been furnished to the Banks prior to the Initial Borrowing Date, present fairly in all material respects the pro forma consolidated financial position of Holdings and its Subsidiaries as of November 30, 1997 and the pro forma consolidated results of operations of Holdings and its Subsidiaries for the twelve month and nine month periods covered thereby, as the case of may be. After giving effect to the quarterly financial statementsTransaction (but for this purpose assuming that the Transaction, for the omission of footnotesBing Yen Acquisition, the EWI Acquisition and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individuallythe related financing had occurred prior to February 28, or 1997), since February 28, 1997, there has been no material adverse change in the aggregatebusiness, would be material)operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands the Borrower and its Subsidiaries at December 31, 1995 1996 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Borrower and its Subsidiaries for the Fiscal Year fiscal year ended on such date, and furnished to the Banks prior to the Second Restatement Effective Date Initial Borrowing Date, and (ii) the consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the Borrower and its Subsidiaries as of the end of each the fiscal quarter of Furniture Brands the Borrower ended after December March 31, 19951997, and the related consolidated and consolidating statements of income earnings, shareholder's equity and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date, in each case, present fairly in all material respects the financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year fiscal year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles GAAP and practices consistently applied, except, in the case of the quarterly financial and monthly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the Borrower and its Subsidiaries at December 31, 1995 and September 30, 1996 and the related consolidated and consolidating statements of income operations, cash flows and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Borrower and its Subsidiaries for the Fiscal Year fiscal year and nine-month period ended on such date, and as the case may be, copies of which have been furnished to the Banks prior to the Second Restatement Effective Date and (ii) Initial Borrowing Date, present fairly the consolidated and consolidating statements financial position of financial condition of Furniture Brands the Borrower and its Subsidiaries as at the date of such balance sheets and the results of the end operations of each fiscal quarter the Borrower and its Subsidiaries for the periods covered thereby. The consolidated balance sheet of Furniture Brands ended after Red Lion and its Subsidiaries at December 31, 19951995 and September 30, 1996 and the related consolidated and consolidating statements of income income, cash flows and consolidated statements shareholders' equity of cash flow of Furniture Brands Red Lion and its Subsidiaries for the fiscal year and nine- month period ended on such quarterly periodsdate, and as the case may be, copies of which have been furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date, in each case, present fairly the financial condition position of Furniture Brands Red Lion and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands Red Lion and its Subsidiaries for the periods covered thereby. The pro forma consolidated balance sheet of the Borrower and its Subsidiaries (or Furniture Brands including Red Lion and its Restricted Subsidiaries) at June 30, 1996 and the pro forma income statements of the Borrower and its Subsidiaries as the case may be(including Red Lion and its Subsidiaries) for the respective Fiscal Year or fiscal quarterperiods ended December 31, as the case may be (subject1995 and June 30, in the case 1996, copies of unaudited financial statements, to normal year-end adjustments). All such financial statements which have been prepared in accordance with generally accepted accounting principles furnished to the Banks prior to the Initial Borrowing Date, present fairly the pro forma financial position of the Borrower and practices consistently appliedits Subsidiaries (including Red Lion and its Subsidiaries) at June 30, except1996 and the results of the operations of the Borrower and its Subsidiaries (including Red Lion and its Subsidiaries) for the periods ended December 31, 1995 and June 30, 1996 and, in the case of the quarterly financial pro forma income statements, for have been prepared on the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in assumption that the aggregate, would be material).Transaction had

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands the Borrower and its Subsidiaries at as of December 31, 1994, 1995 and 1996, and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1997, and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Borrower and its Subsidiaries, and the notes thereto for the fiscal years ended on such dates and (ii) the audited consolidated balance sheets of Masterview Window and its Subsidiaries as of December 31, 1996 and 1997, and the related consolidated statements of income and cash flow for the Fiscal Year two month period ended on such dateDecember 31, 1996 and the twelve month period ended December 31, 1997, in each case furnished to the Banks prior to the Second Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands Holdings and its Subsidiaries (or Furniture Brands and Masterview Window and its Restricted Subsidiaries, as the case may be) , at the date of such statements of financial condition and the results of the operations of Furniture Brands Holdings and its Subsidiaries (or Furniture Brands and Masterview Window and its Restricted Subsidiaries Subsidiaries, as the case may be) , for the respective Fiscal Year or fiscal quarterother period, as the case may be be, described therein (subject, in the case of unaudited financial statements, to normal ordinary year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices GAAP consistently applied, except, in and present fairly the case information purported to be presented therein as of the quarterly financial statements, such dates and for the omission of footnotesperiods then ended. After giving effect to the Transaction and the Acquisition, and certain reclassifications and ordinary end of period adjustments and accruals (all since December 31, 1995, there have been no circumstances or events the result of which are of has had a recurring nature and none of which individually, or in the aggregate, would be material)Material Adverse Effect.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Borrower and its Subsidiaries for the Fiscal Year fiscal year of the Borrower ended January 1, 2011, and the related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date and (ii) the unaudited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands the Borrower and its Subsidiaries as for the fiscal quarters of the end of each fiscal quarter of Furniture Brands Borrower ended after December 31on April 23, 19952011, and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for the fiscal quarters of the Borrower ended on such quarterly periodsdates, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date, in each case, present fairly in all material respects the financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied (except, in the case of the quarterly aforementioned unaudited financial statements, for normal year-end audit adjustments and the omission absence of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Borrower and its Subsidiaries for the Fiscal Year fiscal year of the Borrower ended January 1December 31, 20112016, and the related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement RestatementSixth Amendment Effective Date and (ii) the unaudited consolidated and consolidating statements balance sheetssheet of financial condition of Furniture Brands the Borrower and its Subsidiaries as for the fiscal quartersquarter of the end of each fiscal quarter of Furniture Brands Borrower ended after December 31on April 23July 15, 199520112017, and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for the fiscal quartersquarter of the Borrower ended on such quarterly periodsdates, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement RestatementSixth Amendment Effective Date, in each case, present fairly in all material respects the consolidated financial [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices practicesGAAP consistently applied, applied (except, in the case of the quarterly aforementioned unaudited financial statements, for normal year-end and audit adjustments and the omission absence of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements balance sheets of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Holdings and its Subsidiaries for the Fiscal Year fiscal years ended on March 29, 1997 and March 28, 1998, respectively, and the related consolidated statements of income, cash flows and shareholders' equity of Holdings and its Subsidiaries for the fiscal years ended on such datedates, and copies of which have been furnished to the Banks prior to the Second Restatement Effective Date and (ii) Date, present fairly in all material respects the consolidated and consolidating statements financial position of financial condition of Furniture Brands Holdings and its Subsidiaries as at the date of such balance sheets and the consolidated results of the end operations of each Holdings and its Subsidiaries for the periods covered thereby. The balance sheets of Power Ten for the fiscal quarter of Furniture Brands year and six-month period ended after December 31on September 30, 19951997 and April 4, 1998, respectively, and the related consolidated and consolidating statements of income income, cash flows and consolidated statements shareholders' equity of cash flow Power Ten for the fiscal year or six-month period, as the case may be, ended on such dates, copies of Furniture Brands and its Subsidiaries for such quarterly periods, and which have been furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly in all material respects the financial condition position of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) Power Ten at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) Power Ten for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied except as disclosed in the notes thereto. The PRO FORMA consolidated financial statements of Holdings and practices consistently appliedits Subsidiaries as of March 28, except1998 (or April 4, 1998, to the extent relating to Power Ten), in each case after giving effect to the case Transaction and the financing therefor, copies of which have been furnished to the quarterly Banks prior to the Restatement Effective Date, present fairly in all material respects the PRO FORMA consolidated financial statements, position of Holdings and its Subsidiaries as of such date and the PRO FORMA consolidated results of operations of Holdings and its Subsidiaries for the omission of footnotesperiod ended on such date. After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to March 28, 1998), since March 28, 1998 and certain reclassifications except as (and ordinary end of period adjustments to the extent) disclosed in writing to the Agent and accruals (all of which are of a recurring nature and none of which individuallythe Banks prior to the Restatement Effective Date, nothing shall have occurred that has had, or in could reasonably be expected to have, a material adverse effect on the aggregatebusiness, would be material)operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements of financial condition of Furniture Brands Holdings and its Subsidiaries at December 31, 1995 1996, December 31, 1997 and December 31, 1998 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Holdings and its Subsidiaries for the Fiscal Year fiscal years ended on such datedates, and furnished to the Banks Lenders prior to the Second Restatement Effective Date and Initial Borrowing Date, (ii) the audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands Holdings and its Subsidiaries as of the end of each the fiscal quarter of Furniture Brands Holdings ended after December 31September 30, 19951999, and the related consolidated and consolidating statements of income earnings, shareholder's equity and consolidated statements cash flows of cash flow of Furniture Brands Holdings and its Subsidiaries for such quarterly periodsperiod, and furnished to the Banks Lenders prior to the Second Restatement Effective Initial Borrowing Date, (iii) the consolidated balance sheet of Holdings and its Subsidiaries as of the end of the fiscal month of Holdings ended October 31, 1999 and the related consolidated statement of income of Holdings and its Subsidiaries for such monthly period and (iv) an unaudited PRO FORMA consolidated balance sheet of Holdings and its Subsidiaries as of the Initial Borrowing Date and, after giving effect to the Transaction and the incurrence of all Indebtedness (including the Loans, the Senior Subordinated Bridge Loans and the Mezzanine Subordinated Debt) contemplated herein (the "PRO FORMA Balance Sheet"), in each case, case present fairly in all material respects the financial condition of Furniture Brands Holdings and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands Holdings and its Subsidiaries for the periods covered thereby (or Furniture Brands and its Restricted Subsidiaries as or, in the case may be) for of the respective Fiscal Year or fiscal quarterPRO FORMA Balance Sheet, as presents a good faith estimate of the case may be consolidated PRO FORMA financial condition of Holdings (after giving effect to the Transaction at the date thereof)), subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements (other than the aforesaid PRO FORMA Balance Sheet) have been prepared in accordance with generally accepted accounting principles GAAP and practices consistently applied, except, in the case of the quarterly financial and monthly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands INTERCO and its Subsidiaries at December 31, 1995 1994 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands INTERCO and its Subsidiaries for the Fiscal Year ended on such date, and furnished furn- ished to the Banks prior to the Second Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands INTERCO and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands INTERCO ended after December 31, 19951994, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands INTERCO and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition condi- tion of Furniture Brands INTERCO and its Subsidiaries (or Furniture Brands INTERCO and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands INTERCO and its Subsidiaries (or Furniture Brands INTERCO and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments adjust- ments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The (i) The audited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands Flowers Industries and its Subsidiaries at (x) for the fiscal years ended on January 2, 1999, January 1, 2000 and December 3130, 1995 2000 and the related (y) unaudited consolidated and consolidating statements balance sheets of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Flowers Industries and its Subsidiaries for the Fiscal Year ended periods described in the preceding clause (x) and accounting for Keebler on such datean equity basis, and furnished to the Banks prior to the Second Restatement Effective Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of income, cash flow flows and shareholders' equity of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands Flowers Industries and its Subsidiaries (accounting for Keebler on an equity basis in the case of the statements correlating to the balance sheets described in preceding clause (i)(y)) for the fiscal year or Furniture Brands and its Restricted Subsidiariesquarter, as the case may be) , ended on such dates, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of Flowers Industries and its Subsidiaries, respectively, at the date dates of such statements of financial condition balance sheets and the consolidated results of the operations of Furniture Brands Flowers Industries and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) Subsidiaries, respectively, for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statementsstatements listed in clauses (i)(y) and (ii), as a result of the accounting for the omission Keebler on an equity basis of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material)accounting.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Borrower and its Subsidiaries for the Fiscal Year fiscal year of the Borrower ended December 31, 2005, and the related consolidated statements of income, cash flows and shareholders' equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date and (ii) the unaudited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands the Borrower and its Subsidiaries as for the fiscal quarters of the end of each fiscal quarter of Furniture Brands Borrower ended after December 31on April 22, 19952006, and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for the fiscal quarters of the Borrower ended on such quarterly periodsdates, and copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date, in each case, present fairly in all material respects the financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied (except, in the case of the quarterly aforementioned unaudited financial statements, for normal year-end audit adjustments and the omission absence of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (a) (i) The audited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Borrower and its Subsidiaries for the Fiscal Year fiscal year of the Borrower ended December 31January 2, 20162021, and the related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date, and copies of which have been furnished or otherwise made available to the Banks Lenders prior to the Second Restatement SixthSeventh Amendment Effective Date and (ii) the unaudited consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the Borrower and its Subsidiaries as of for the end of each fiscal quarter of Furniture Brands the Borrower ended after December 31on July 15April 24 , 199520172021, and the related consolidated and consolidating statements of income and consolidated statements cash flows of cash flow of Furniture Brands the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on such quarterly periodsdates, and copies of which have been furnished or otherwise made available to the Banks Lenders prior to the Second Restatement SixthSeventh Amendment Effective Date, in each case, present fairly in all material respects the consolidated financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition balance sheets and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments)periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices GAAP consistently applied, applied (except, in the case of the quarterly aforementioned unaudited financial statements, for normal year-end and audit adjustments and the omission absence of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements of financial condition of Furniture Brands the Borrower and its Subsidiaries at December 3128, 1995 1996 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands the Borrower and its Subsidiaries for the Fiscal Year ended on such date, and furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date and (ii) the consolidated and consolidating statements of financial condition of Furniture Brands the Borrower and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands the Borrower ended after December 3128, 19951996, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands the Borrower and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Initial Borrowing Date, in each case, present fairly the financial condition of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands the Borrower and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands the Borrower and its Subsidiaries (or Furniture Brands the Borrower and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, in the case of the quarterly financial statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated and consolidating statements To the best knowledge of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 the REIT and the related consolidated Borrower, the unaudited operating statements for each Initial Borrowing Base Property and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands and its Subsidiaries each Mortgage Loan Property securing an Initial Borrowing Base Pledged Mortgage Loan for the Fiscal Year year ended on such dateJune 30, and furnished to the Banks prior to the Second Restatement Effective Date 1997 or September 30, 1997, as applicable, and (ii) the unaudited pro forma consolidated and consolidating statements balance sheet of financial condition of Furniture Brands the REIT and its Subsidiaries as of September 30, 1997 and the end unaudited pro forma consolidated statement of each fiscal quarter operations of Furniture Brands the REIT for the year ended after December 31, 1995, 1996 and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periodsnine month period ended September 30, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries 1997 (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial which statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, except, based on the assumption that (x) in the case of the quarterly financial statementsbalance sheet, for the omission of footnotesInitial Borrowing Base Properties and Initial Borrowing Base Pledged Mortgage Loans were acquired by the Borrower or its Subsidiaries on September 30, 1997 and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or y) in the aggregatecase of the statements of operations for each of the year ended December 31, 1997 and the nine months ended September 30, 1997, the Initial Borrowing Base Properties and Initial Borrowing Base Pledged Mortgage Loans were acquired by the Borrower or its Subsidiaries on January 1, 1996 and January 1, 1997, respectively and each present fairly the pro forma historical financial results of the Initial Borrowing Base Properties and each Mortgage Loan Property securing an Initial Borrowing Base Pledged Mortgage Loan (and the combined results which would be materialhave applied on the basis of the assumptions provided above). All information contained in each Information Package furnished to the Banks pursuant to Section 4.13 (with respect to the Initial Borrowing Base Properties and Initial Borrowing Base Pledged Mortgage Loans) or Section 7.11 (with respect to subsequently acquired Borrowing Base Properties and Borrowing Base Pledged Mortgage Loans) is, to the best knowledge of the Borrower, true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information not misleading in any material respect. Since September 30, 1997 (but assuming that the Initial Borrowing Base Properties and Initial Borrowing Base Pledged Mortgage Loans had been acquired by the Borrower or its Subsidiaries on such date), there has been no material adverse change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the REIT, the REIT and its Subsidiaries taken as a whole, the Borrower or the Borrower and its Subsidiaries taken as a whole. The pro forma financial statements described in this Section 6.05(a) are consistent with the financial information set forth in the Form S-11 Registration Statement filed with the SEC in connection with the IPO.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Gener and its Subsidiaries for the Applicable Fiscal Year ended on such dateYears and the related statements of income, cash flows and shareholders' equity of Gener and its Subsidiaries, copies of which have been furnished to the Banks Lenders prior to the Second Restatement Effective Date and Initial Borrowing Date, (i) have been audited by Xxxxxx Xxxxxxxx, (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles Chilean GAAP consistently applied throughout the periods covered thereby, and practices consistently applied, except(iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the case combined financial condition, results of operations and cash flows of Gener and its Subsidiaries for financial condition, results of operations and cash flows of Gener and its Subsidiaries for the periods covered thereby. The unaudited interim consolidated balance sheets of the quarterly financial statements, for Gener and its Subsidiaries as at the omission of footnotesend of, and certain reclassifications the related unaudited interim combined statements of income and ordinary end of cash flows for, the nine-month period adjustments ended September 30, 2000 have heretofore been furnished to each Lender. During the period from September 30, 2000 to and accruals including the Effective Date, there has been no sale, transfer or other disposition by Gener and its Subsidiaries of any material part of the business or property of the Gener and its Subsidiaries and no purchase or other acquisition by Gener or its Subsidiaries of any business or property (all including any capital stock of any other Person) material in relation to the combined financial condition of Gener and its Subsidiaries, in each case, which are of a recurring nature and none of which individually, is not reflected in the foregoing financial statements or in the aggregate, would be material)notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated and consolidating statements balance sheets of financial condition of Furniture Brands and its Subsidiaries at December 31, 1995 and the related consolidated and consolidating statements of income and consolidated statements of cash flow and changes in shareholders' equity of Furniture Brands Gener and its Subsidiaries for the Applicable Fiscal Year ended on such dateYears and the related statements of income, cash flows and shareholders' capital of Gener and its Subsidiaries, copies of which have been furnished to the Banks Lender prior to the Second Restatement Effective Date and Initial Borrowing Date, (i) have been audited by Xxxxxx Xxxxxxxx, (ii) the consolidated and consolidating statements of financial condition of Furniture Brands and its Subsidiaries as of the end of each fiscal quarter of Furniture Brands ended after December 31, 1995, and the related consolidated and consolidating statements of income and consolidated statements of cash flow of Furniture Brands and its Subsidiaries for such quarterly periods, and furnished to the Banks prior to the Second Restatement Effective Date, in each case, present fairly the financial condition of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries, as the case may be) at the date of such statements of financial condition and the results of the operations of Furniture Brands and its Subsidiaries (or Furniture Brands and its Restricted Subsidiaries as the case may be) for the respective Fiscal Year or fiscal quarter, as the case may be (subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with generally accepted accounting principles Chilean GAAP consistently applied throughout the periods covered thereby, and practices consistently applied, except(iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the case combined financial condition, results of operations and cash flows of Gener and its Subsidiaries for financial condition, results of operations and cash flows of Gener and its Subsidiaries for the periods covered thereby. The unaudited interim consolidated balance sheets of the quarterly financial statements, for Gener and its Subsidiaries as at the omission of footnotesend of, and certain reclassifications the related unaudited interim combined statements of income and ordinary end of cash flows for, the nine-month period adjustments ended September 30, 2000 have heretofore been furnished to the Len der. During the period from September 30, 2000 to and accruals including the Effective Date, there has been no sale, transfer or other disposition by Gener and its Subsidiaries of any material part of the business or property of the Gener and its Subsidiaries and no purchase or other acquisition by Gener or its Subsidiaries of any business or property (all including any capital stock of any other Person) material in relation to the combined financial condition of Gener and its Subsidiaries, in each case, which are of a recurring nature and none of which individually, is not reflected in the foregoing financial statements or in the aggregate, would be material)notes thereto and has not otherwise been disclosed in writing to the Lender on or prior to the Effective Date.