afxwinter :
I was considering buying a reference cooled CPU myself, what are the downsides/disadvantages of going that route?
Advantages:
Faster clock speeds out of the box
Enhanced VRM (On some models)
Higher quality RAM (On some models)
Cooler and quieter operation
More overclockable
Better looking designs (Typically)
Many come with backplates - This CAN (not always) improve heat dispersion and reduces "sagging"
Disadvantages:
A little pricier
You have to wait for retailers to receive stock
The main reason I prefer the non-reference cards is the cooling and quieter fans. I like to overclock my GPU's about 20%, or so, higher than what they ship with, so it's nice to have improved overclocking, but that is really secondary to the noise for me. I typically purchase new video cards every 2 years and spend quite a bit of money on them. After years of getting cards the week or month they came out, I've learned that a little patience goes a long way towards getting the best value. Not every non-reference card is a winner. I'm using Gigabyte cards at the moment, they use a vapor chamber in their heatsink and have 3 fans... simply awesome design. With the GTX 680s, I'm looking at the Gigabyte cards again or the Zotac. With the add-on cards I use, I don't have room for two of the ASUS 3-slot card designs. The ASUS cards are pretty amazing though if you're going with a single card.
In the end, just find what works best for you. If you don't want to spend 10-20% more money for a non-reference card, the factory specs are very powerful and well worth the money. If you want to tweak the GPU or if noise/heat is an issue... it's worth the extra money to get what you need, especially when you get in the upper-tier of GPU's.