AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
(C)
IN THE EVENT THAT THE BORROWER SHALL ACQUIRE, PURSUANT TO AN
ACQUISITION PERMITTED UNDER THIS AGREEMENT, (I) A MAJORITY OF THE EQUITY
INTERESTS OF ANOTHER PERSON, (II) ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
ANOTHER PERSON OR (III) ALL OR SUBSTANTIALLY ALL OF A LINE OF BUSINESS OF
ANOTHER PERSON (THE "ACQUIRED BUSINESS") AND, PROVIDED THAT (A) THE BORROWER
SHALL HAVE FURNISHED TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT
SHALL HAVE APPROVED (1) CONSOLIDATED BALANCE SHEETS AND RELATED CONSOLIDATED
STATEMENTS OF EARNINGS, STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE ACQUIRED
BUSINESS FOR THE MOST RECENTLY CONCLUDED FISCAL YEAR OF THE ACQUIRED BUSINESS,
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED AND AUDITED AND REPORTED
UPON BY A FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED
STANDING ACCEPTABLE TO THE ADMINISTRATIVE AGENT (SUCH AUDIT TO BE UNQUALIFIED)
AND (2) FOR ANY QUARTERS OF THE NEXT SUCCEEDING FISCAL YEAR THAT ARE CONCLUDED
AS OF THE DATE OF SUCH ACQUISITION, A CONSOLIDATED BALANCE SHEET OF THE ACQUIRED
BUSINESS AS OF THE END OF THE MOST RECENT QUARTER, AND THE RELATED CONSOLIDATED
STATEMENT OF EARNINGS AND CASH FLOWS OF THE ACQUIRED BUSINESS FOR THE PERIOD
FROM THE BEGINNING OF THE CURRENT FISCAL YEAR TO THE END OF THAT QUARTER, ALL
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, UNAUDITED BUT CERTIFIED
TO BE TRUE AND ACCURATE, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS, BY THE
CHIEF FINANCIAL OFFICER OF THE ACQUIRED BUSINESS AND (B) THE ACQUIRED BUSINESS
SHALL EITHER BECOME OR BE MERGED INTO, OR ITS ASSETS SHALL BE ACQUIRED BY, A
GUARANTOR HEREUNDER, THEN, FROM AND AFTER SUCH ACQUISITION, THE BORROWER SHALL
INCLUDE IN THE DETERMINATION OF CONSOLIDATED EBITDA, CONSOLIDATED INTEREST
EXPENSE,
32
CONSOLIDATED INTEREST INCURRED AND CONSOLIDATED NET INCOME, FOR ANY APPLICABLE
PERIOD FOR WHICH SUCH AMOUNTS ARE TO BE DETERMINED PURSUANT TO THIS AGREEMENT,
SUCH ACQUIRED BUSINESS AS IF SUCH ACQUIRED BUSINESS HAD BEEN A LOAN PARTY DURING
SUCH PERIOD.
(D)
IN ORDER TO ADHERE TO THE INTENT OF THIS SECTION 1.03, THE
FINANCIAL RATIOS, CALCULATIONS AND COVENANTS (INCLUDING THE COMPUTATION OF THE
COMPONENTS THEREOF) SHALL BE CALCULATED WITHOUT GIVING EFFECT TO FASB
INTERPRETATION NO. 46 ENACTED BY THE FINANCING ACCOUNTING STANDARDS BOARD AFTER
THE CLOSING DATE, AND ALL REFERENCES TO GAAP HEREIN SHALL REFER TO GAAP AS SO
CALCULATED.
(E)
NOTWITHSTANDING ANYTHING IN THIS SECTION 1.03 OR ELSEWHERE IN THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, ISSUE NO. 97-10 OF THE EMERGING ISSUES TASK
FORCE OF THE FINANCIAL ACCOUNTING STANDARDS BOARD, OR FASB INTERPRETATION NO. 66
OR 98 TO THE CONTRARY, FOR PURPOSES OF CALCULATING THE FINANCIAL RATIOS AND
COVENANTS HEREIN, THE OBLIGATIONS OF THE BORROWER AND ITS SUBSIDIARIES UNDER THE
GMAC MODEL HOME LEASE PROGRAM AS IN EFFECT AS OF DECEMBER 31, 2004 SHALL NOT BE
(I) REQUIRED TO BE ACCOUNTED FOR AS A SALE-LEASEBACK, (II) TREATED AS IF IT IS A
FINANCING