Common use of Reconciliation Statements Clause in Contracts

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so request, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and or any material change in accounting policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and or any material change in accounting policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iiiiv) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial 91 statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in accounting ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings Borrowers and its Subsidiaries or Company and its their Restricted Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings Company and its Subsidiaries and Company and its Subsidiaries the financial statements prepared on the Restricted Subsidiary Basis for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrowers setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. (a) if, (A) as a result of any material change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.34.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or (xiiiiv) of this subsection 6.1 5.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with then, at the first delivery reasonable request of financial statements pursuant to subdivision (ii), (iii) or (xiii) of this subsection 6.1 following such changeLender, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two one full Fiscal Years Year immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma PRO FORMA basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change and (b) if, as a result of the application of GAAP or any other change in practices or procedures, the presentation of information with respect to Accounts Receivable would differ in any material respect from the presentation of such information contained in any Borrowing Base Certificate delivered on the Closing Date or subsequent thereto pursuant to subdivision (vi) of this subsection 5.1, at the request of Lender, a written statement of the chief accounting officer or chief financial officer of Borrower setting forth the differences that would have resulted if such Borrowing Base Certificate had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (other than an immaterial change in GAAP), the combined consolidated financial statements of Holdings Borrowers and its Subsidiaries or Company and its their Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiiiii) of this subsection 6.1 will differ in any material respect from the combined consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiiiii) of this subsection 6.1 following such change, combined consolidated financial statements of Holdings Borrowers and its Subsidiaries and Company and its their Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years Year immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiiiii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings Borrowers or Companyother person designated in writing by such officers or Borrowers and approved by Administrative Agent, as the case may besuch approval not to be unreasonably withheld, setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings Company and its Subsidiaries or Company Holdings and its Subsidiaries Subsidiaries, as the case may be, delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries or Holdings and its Subsidiaries, as the case may be, for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings Company or CompanyHoldings, as the case may be, setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in the last paragraph of subsection 2.2(A)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, if requested (and (Bto the extent requested) Requisite Lenders so requestby Administrative Agent in the exercise of its reasonable credit judgment, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in the last paragraph of subsection 2.2(A)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, if requested (and (Bto the extent requested) Requisite Lenders so requestby Administrative Agent in the exercise of its reasonable credit judgment, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would 95 affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Restricted Subsidiaries delivered pursuant to subdivisions clauses (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions clauses had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision clause (ii), (iii), (iv) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Restricted Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years (if commencing on or after January 1, 2011) immediately preceding the Fiscal Year in which such change is mademade (but in no event for any Fiscal Year commencing prior to January 1, 2011), in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision clause (ii), (iii), (iv) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in subsection 2.2(A)(iii)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, if requested (and (Bto the extent requested) Requisite Lenders so requestby Administrative Agent in the exercise of its reasonable credit judgment, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings Borrowers and its Subsidiaries or Company and its their Restricted Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings Company and its Subsidiaries and Company and its Subsidiaries the financial statements prepared on the Restricted Subsidiary Basis for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrowers setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixi) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change; provided, however, that a change in inventory accounting from the LIFO method to the FIFO method upon consummation of the Acquisition shall not be considered a change in accounting principles and policies for purposes of this subsection 6.1(v);

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and or any material change in accounting policies from those used in the preparation of the audited financial statements referred to in subsection 5.3of Company and its Subsidiaries for Fiscal Year 2005, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and or any material change in accounting policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iiiiv) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.67.5) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;; (vi)

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3SECTION 4.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (iia), (iiib), (c) or (xiiim) of this subsection 6.1 SECTION 5.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iia), (iiib), (c) or (xiiim) of this subsection 6.1 SECTION 5.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and Year, (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iia), (iiib), (c) or (xiiim) of this subsection 6.1 SECTION 5.1 following such change, a written statement of the chief accounting officer or chief financial an executive officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants covenant set forth in subsection 7.6SECTION 6.7) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (iii), (iiiii) or (xiiixi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 following such changechange to the extent Borrower is required to prepare such pro forma financial statements under the Securities Act or the Exchange Act or the rules and regulations thereunder, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y1) the current Fiscal Year to the effective date of such change and (z2) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, setting forth the material differences (including any EXECUTION differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in subsection 2.2(A)(iii)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, if requested (and (Bto the extent requested) Requisite Lenders so requestby Administrative Agent in the exercise of its reasonable credit judgment, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) 105 or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. (a) if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated and consolidating financial statements of Holdings WRP, Borrower and its Subsidiaries or Company and its their Subsidiaries delivered pursuant to subdivisions (iisubsections 6.1(ii), (iii6.1(iii), 6.1(iv) or (xiii6.1(xiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iisubsections 6.1(ii), (iii6.1(iii), 6.1(iv) or (xiii6.1(xiii) of this subsection 6.1 following such change, consolidated and consolidating financial statements of Holdings WRP, Borrower and its Subsidiaries and Company and its their Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iisubsections 6.1(ii), (iii6.1(iii), 6.1(iv) or (xiii6.1(xiii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings each of WRP and Borrower or Company, as the case may be, other Officer of each of WRP and Borrower acceptable to Administrative Agent setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which that would have resulted if such financial statements had been prepared without giving effect to such change;; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing reconciliation statements for WRP; provided further that the foregoing reconciliation statements shall not be required for changes related to liquidation accounting for WRP; and

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in subsection 2.2(A)(iii)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, solely if and (B) Requisite Lenders so request, then to the extent required by the Securities Act and requested by Administrative Agent in the exercise of its reasonable credit judgment; (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, made in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if and to the extent required pursuant to subsection 1.2 and by the Securities Act (and requested by Administrative Agent in the exercise of its reasonable credit judgment), a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (iii), (iiiii) or (xiiix) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiix) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiix) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3Subsection V.C, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (iii), (iiiii) or (xiiixi) of this subsection 6.1 Subsection VI.A will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 Subsection VI.A following such change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 Subsection VI.A following such change, if required pursuant to Subsection I.B, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6Subsection VII.F) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company Borrower and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such 110 change, consolidated financial statements of Holdings and its Subsidiaries and Company Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, other than changes from "fresh start" accounting, the consolidated financial statements of Holdings and its Subsidiaries or the Company and its Subsidiaries delivered pursuant to subdivisions subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and the Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or the chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements of the Borrower referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions clauses (iii), (iiiii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions clauses had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision clauses (iii), (iiiii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings the Borrower and its 146 Subsidiaries and Company and its Subsidiaries (or Restricted Subsidiaries, as the case may be) for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements for the Borrower and its Subsidiaries (or Restricted Subsidiaries, as the case may be) pursuant to subdivision clauses (iii), (iiiii) or (xiiixii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (other than an immaterial change in GAAP), the combined consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iiii) or (xiiiii) of this subsection 6.1 will differ in any material respect from the combined consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iiii) or (xiiiii) of this subsection 6.1 following such change, combined consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years Year immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iiii) or (xiiiii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings Borrower or Companyother person designated in writing by such officers or Borrower and approved by Administrative Agent, as the case may besuch approval not to be unreasonably withheld, setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and or policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and or policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma PRO FORMA basis as if such change had been in effect during such periodsperiod, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iiiiv) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (iii), (iiiii) or (xiiixi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 following such changechange to the extent Borrower is required to prepare such pro forma financial statements under the Securities Act or the Exchange Act or the rules and regulations thereunder, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y1) the current Fiscal Year to the effective date of such change and (z2) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iiiii) or (xiiixi) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, setting forth the material differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiixii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and (B) Requisite Lenders so requestmade, then (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, consolidated financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiixii) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;; Ruths_Second Amended and Restated Credit Agreement (2)

Reconciliation Statements. if, (A) as a result of any change in ------------------------- accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.35.3 (including any determination by Company referred to in subsection 2.2(A)(iii)), the consolidated financial statements of Holdings and its Subsidiaries or Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xiiiiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made made, then, solely if and (B) Requisite Lenders so request, then to the extent required by the Securities Act and requested by Administrative Agent in the exercise of its reasonable credit judgment; (a) together with the first delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiiiii) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Holdings and its Subsidiaries and Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, made in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii) or (xiiiiii) of this subsection 6.1 following such change, if and to the extent required pursuant to subsection 1.2 and by the Securities Act (and requested by Administrative Agent in the exercise of its reasonable credit judgment), a written statement of the chief accounting officer or chief financial officer of Holdings or Company, as the case may be, Company setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change;