Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical consolidated financial statements, together with the related schedules and notesnotes thereto, included filed with the Commission as a part of, or incorporated by reference in, the Registration Statement and included in the Prospectus and the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries Capital Southwest Entities as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, fairly in all material respects, respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Capital Southwest Entities and I-45 SLF LLC (“I-45”) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been derived from the accounting records and other books and records of the Capital Southwest Entities or I-45, as applicable, and present fairly in all material respects the information shown therein. Other than the financial statements included in the Registration Statement, the Disclosure Package, and the Prospectus, no other financial statements or supporting schedules are required to be included therein. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply or will comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and for the preparation of any non-GAAP financial measures. The historical financial data and selected financial data set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form fairly presents in all material respects the information set forth therein on a basis consistent with the applicable accounting requirements that of the Securities Actaudited financial statements contained therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission under Commission) comply with Regulation G of the Securities 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, extent applicable. The interactive data in effect on the date of the respective financial statements; the supporting schedules, if any, eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, fairly presents the information called for in all material respects, respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statementsstatements of the Company, together with including the related schedules and notes, related notes filed as part of the Registration Statement and included or incorporated by reference in the Disclosure Package Prospectus, are complete, correct and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the respective dates indicated thereof and the results of their operations and cash flows changes in financial position of the Company for the respective periods specifiedindicated therein and comply as to form in all material respects with the applicable accounting requirements included in Regulations S-K and S-X, as well as any other applicable rules and regulations. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied employed in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Disclosure Package Prospectus under the captions “Summary—Summary Financial Data”, “Capitalization”, “Dilution” and “Selected Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and the Prospectus related notes thereto included under the caption “Summary—Summary Financial Data”, “Capitalization” under the heading ”, “ActualDilution” and “Summary Consolidated Selected Financial InformationData” are derived from the accounting records of the Company and present fairly, elsewhere in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of Registration Statement present fairly the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act information contained therein and the rules adjustments used therein are appropriate to give effect to the transactions and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required circumstances referred to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules and notes, included or incorporated by reference in Commission as a part of the Disclosure Package Registration Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries Subsidiary as of and at the dates indicated and the results of their operations operations, changes in shareholders’ equity and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairlyfairly presents, in all material respects, the information shown therein. The set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference from in the Company’s filings Registration Statement and the Prospectus. All disclosures contained in the Registration Statement, the Prospectus or any Free Writing Prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements Item 10 of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, as applicable. To the Exchange Act Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinProspectus.

Preparation of the Financial Statements. The historical financial statements, together with statements (including the related schedules and notes, included or notes thereto) of the Company incorporated by reference in the Disclosure Package Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, fairly in all material respectsrespects the financial position of the Company as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein and except in the case of unaudited, interim financial statements, which do not contain certain footnotes as permitted by the rules of the Commission, and any supporting schedules included in or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and, in the case of the financial information under the heading “Dilution,” presents fairly in all material respects the information shown thereby. No other financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement and the Prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission as a part of or incorporated by reference in the Registration Statement and notes, included or incorporated by reference in the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of the 1933 Act and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The No other financial statements incorporated by reference from the Company’s filings or supporting schedules are required under the Exchange Act in the Disclosure Package and the Prospectus and any amendment applicable law or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under to be included or incorporated by reference in the Securities ActRegistration Statement, the Exchange Act General Disclosure Package and the rules Prospectus. The selected historical operating and regulations financial data set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information set forth therein on a basis consistent with that of the Commission under audited financial statements contained in, or incorporated by reference in, the Exchange ActRegistration Statement, in effect on the date General Disclosure Package and the Prospectus. The Company’s ratios of the respective financial statements; the supporting schedules, if any, included earnings to fixed charges set forth or incorporated by reference in the General Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, Exhibit 12 to the information required to be stated thereinRegistration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the 1933 Act.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, included or incorporated by reference in the Disclosure Package and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States applied States, on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package Offering Memorandum under the captions “Offering Memorandum Summary—Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical Consolidated Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the Prospectus related notes thereto included under the caption “CapitalizationOffering Memorandum Summary—Summary Historical and Pro Forma Financial and Operating Data,” under the heading “ActualUnaudited Pro Forma Consolidated Financial Data” and “Summary Consolidated Financial Information” are derived from elsewhere in the accounting records of the Company and Offering Memorandum present fairly, in all material respects, the information shown contained therein. The , have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements incorporated by reference from and have been properly presented on the Company’s filings under bases described therein, and the Exchange Act assumptions used in the Disclosure Package preparation thereof are reasonable and the Prospectus adjustments used therein are appropriate to give effect to the transactions and any amendment or supplement thereto comply as circumstances referred to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical consolidated financial statements, together with the related schedules and notes, included or incorporated by reference in the Disclosure Package and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The summary consolidated historical financial data set forth in the Disclosure Package and the Prospectus Offering Memorandum under the caption captions “Capitalization” under the heading “ActualSummary—Summary Consolidated Historical Financial Information” and “Summary Selected Consolidated Historical Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form fairly in all material respects the information set forth therein on a basis consistent with the applicable accounting requirements that of the Securities Actaudited financial statements contained in the Offering Memorandum. The statistical and market‑related data and forward looking statements included in the Offering Memorandum are based on or derived from sources that the Partnership believes to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. All disclosure contained in the Offering Memorandum, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission under Commission) complies in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the Exchange Act extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Offering Memorandum and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Pricing Disclosure Package and fairly present the Prospectus and any amendment or supplement thereto present fairly, information called for in all material respects, respects and have been prepared in accordance with the information required to be stated thereinSEC’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. The historical financial data incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules notes and notesschedules, included filed with the Commission as a part of or incorporated by reference in within the Registration Statement, the Final Prospectus and the Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package present fairly, in all material respects, the information required to be stated therein. Such financial statements and related supporting schedules have been prepared in conformity accordance with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package. The historical financial data set forth or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package under the captions “Selected Financial Data” and the Prospectus under the caption “CapitalizationRatio of Earnings to Fixed Charges” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairlyexhibit fairly present, in all material respects, the information shown therein. The set forth therein on a basis consistent with that of the audited financial statements contained, incorporated by reference from the Company’s filings under the Exchange Act or deemed to be incorporated in the Disclosure Package Registration Statement, the Final Prospectus and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinPackage.

Preparation of the Financial Statements. The historical financial statements, together with statements of the related schedules Company and notes, its subsidiaries included or and incorporated by reference in the Disclosure Package Registration Statement and the Prospectus Applicable Prospectuses present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules of the Company and its subsidiaries are required to be included or incorporated by reference in the Registration Statement or any Applicable Prospectus. The historical financial data set forth in each Applicable Prospectus under the Disclosure Package and the Prospectus column labeled “Actual” under the caption “Capitalization” under fairly present the heading “Actual” and “Summary Consolidated Financial Information” are derived from information set forth therein as of the accounting records date referenced therein on a basis consistent with that of the financial statements of the Company and present fairly, in all material respects, the information shown therein. The financial statements its subsidiaries incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package Registration Statement and each Applicable Prospectus. All disclosures contained in the Registration Statement or any Applicable Prospectus and any amendment or supplement thereto comply regarding “non-GAAP financial measures” (as to form in all material respects with the applicable accounting requirements of the Securities Act, such term is defined by the rules and regulations of the Commission Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, extent applicable. The interactive data in effect on the date of the respective financial statements; the supporting schedules, if any, included eXtensible Business Reporting Language incorporated by reference in the Disclosure Package and Registration Statement or any Applicable Prospectus fairly presents the Prospectus and any amendment or supplement thereto present fairly, required information called for in all material respects, respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical consolidated financial statementsstatements filed with the Commission as a part of the Registration Statement and included or incorporated by reference into the General Disclosure Package and the Prospectus, together with the related notes and schedules, including the schedules and notesof investments of the Company, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. Such financial statements statements, together with the related notes and related schedules schedules, have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The Other than the financial statements included in the Registration Statement, the Prospectus or the General Disclosure Package, no other financial statements or supporting schedules are required to be included in the Registration Statement, the Prospectus or the General Disclosure Package. All adjustments to historical financial data set forth information to arrive at pro forma financial information are reasonably based. All disclosures contained in the Registration Statement and the General Disclosure Package and the Prospectus under the caption regarding “Capitalizationnon-GAAP financial measures” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated (as such term is defined by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act extent applicable. The Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent, and there are no transactions, arrangements and other relationships between and/or among the rules and regulations Company, and/or, to the knowledge of the Commission under Company, any of its affiliates, subsidiaries and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity that would reasonably be expected to affect materially the Exchange Act, in effect on Company’s liquidity or the date availability of or requirements for its capital resources (including any off-balance sheet obligations or any “variable interest entities” within the meaning of the respective financial statements; the supporting schedulesFinancial Accounting Standards Board’s Accounting Standards Codification Topic 810), if any, included which are not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinProspectus.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. The historical financial data incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. The historical financial data incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission as a part of or incorporated by reference in the Registration Statement and notes, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under fairly presents the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records information set forth therein on a basis consistent with that of the Company and present fairly, in all material respects, the information shown therein. The audited financial statements contained in, or incorporated by reference from in, the Registration Statement, the Disclosure Package and the Prospectus. The Company’s filings under the Exchange Act ratios of earnings to fixed charges set forth or incorporated by reference in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as in Exhibit 12 to form the Registration Statement have been calculated in all material respects compliance with the applicable accounting requirements Item 503(d) of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and for the preparation of any non-GAAP financial measures. The historical financial data and selected financial data set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form fairly presents in all material respects the information set forth therein on a basis consistent with the applicable accounting requirements that of the Securities Actaudited financial statements contained therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission under Commission) comply with Regulation G of the Securities 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, extent applicable. The interactive data in effect on the date of the respective financial statements; the supporting schedules, if any, included eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, fairly presents the information called for in all material respects, respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. The historical financial data incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinProspectus.

Preparation of the Financial Statements. The historical financial statements, statements together with the related schedules and notes, included or notes thereto incorporated by reference in the Disclosure Package Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Disclosure Package Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, Preliminary Prospectus or the Prospectus under the caption “Capitalization” under Securities Act. All disclosures contained in the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairlyRegistration Statement, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and or the Prospectus and any amendment or supplement thereto comply regarding “non-GAAP financial measures” (as to form in all material respects with the applicable accounting requirements of the Securities Act, such term is defined by the rules and regulations of the Commission Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinextent applicable.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission as a part of or incorporated by reference in the Registration Statement and notes, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company Company, the Partnership and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involvedinvolved (“GAAP”), except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The historical financial data set forth in the preliminary prospectus and the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements contained in the Disclosure Package and the Prospectus. The Company’s ratio of earnings to fixed charges and preferred stock dividends set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together statements and selected financial data filed with the related schedules and notes, Commission as a part of the Registration Statement or included or incorporated by reference in the Time of Sale Disclosure Package and the or any Prospectus Supplement present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified therein. The supporting exhibits and schedules included in the Registration Statement, if any, present fairly the information required to be stated therein subject to the normal year-end adjustments which are not expected to be material in amount. The assumptions used in preparing any pro forma financial statements provide a reasonable basis for presenting the significant effects attributable to the transactions or events described therein, the related pro forma adjustments comply with Regulation G and give appropriate effect to such assumptions and the pro forma columns and reconciliations therein reflect the proper application of adjustments to the corresponding historical financial statements. Such financial statements and related schedules supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards as applied in issued by the United States International Accounting Standards Board (“IFRS”), as applicable, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package , and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the applicable rules and regulations of the Commission under thereunder. No other financial statements or supporting schedules or exhibits are required by the Exchange Act, in effect on Securities Act or the date rules and regulations of the respective financial statements; the supporting schedules, if any, Commission thereunder to be included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respectsRegistration Statement, the information required to be stated thereinBase Prospectus or any Prospectus Supplement.

Preparation of the Financial Statements. The historical consolidated financial statements, together with statements of the related schedules and notes, Company included or incorporated by reference in the Disclosure Package Registration Statement and the Prospectus Prospectus, together with the related notes and schedules, have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board for all interim and annual periods ending after January 1, 2010 and fairly present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the consolidated results of their operations and cash flows of the Company at the dates and for the periods specified. Such specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material, either individually or in the aggregate); the other financial data with respect to the Company and its subsidiaries contained or incorporated by reference in the Registration Statement and the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the United States applied on a consistent basis throughout Registration Statement, or the periods involvedProspectus that are not included or incorporated by reference as required; the Company and its subsidiaries do not have any material liabilities or obligations, except as may be expressly stated direct or contingent (including any off-balance sheet obligations), not described in the related notes Registration Statement (including the exhibits thereto. The historical financial data set forth in the Disclosure Package ), and the Prospectus under which are required to be described in the caption “Capitalization” under Registration Statement or the heading “Actual” Prospectus (including exhibits thereto and “Summary Consolidated Financial Information” are derived from the accounting records of the Company Incorporated Documents); and present fairly, in all material respects, the information shown therein. The financial statements disclosures contained or incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package Registration Statement and the Prospectus and any amendment or supplement thereto comply regarding “non-GAAP financial measures” (as to form in all material respects with the applicable accounting requirements of the Securities Act, such term is defined by the rules and regulations of the Commission Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinextent applicable.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and related any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States (“GAAP”), applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption captions, “Summary Financial Data,” “Selected Financial Data,” and “Capitalization” under fairly present the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records information set forth therein on a basis consistent with that of the Company and present fairly, audited financial statements contained in all material respectsthe Registration Statement. All disclosures contained in the Registration Statement, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the General Disclosure Package and or the Prospectus and any amendment or supplement thereto comply regarding “non-GAAP financial measures” (as to form in all material respects with the applicable accounting requirements of the Securities Act, such term is defined by the rules and regulations of the Commission Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act extent applicable. The Registration Statement discloses all off-balance sheet transactions, arrangements, obligations (including contingent obligations), and the rules and regulations other relationships of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedulesCompany with unconsolidated entities or other persons, if any, included that would reasonably be expected to have a material current or future effect on the Company’s financial condition, changes in the Disclosure Package and the Prospectus and any amendment financial condition, results of operations, liquidity, capital expenditures, capital resources, or supplement thereto present fairly, in all material respects, the information required to be stated thereinsignificant components of revenues or expenses.

Preparation of the Financial Statements. The historical financial statements, together with the related schedules and notes, included or incorporated by reference in the Disclosure Package and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus Offering Memorandum under the caption “Capitalization” under the heading “Actual” and “Summary Historical Consolidated Financial Informationand Operating Data” are present fairly the information set forth therein on a basis consistent with that of the audited historical consolidated financial statements included or incorporated by reference in the Offering Memorandum, except as described therein. The other financial information, including non-GAAP financial measures, if any, included or incorporated by reference in the Offering Memorandum, has been derived from the accounting records of the Company and present fairlyDelek Parties, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form fairly presents in all material respects the information purported to be shown thereby and complies with the applicable accounting requirements Regulation G of the Securities Act, the rules Exchange Act and regulations Item 10 of the Commission Regulation S-K under the Securities Act, to the Exchange Act extent applicable. The statistical and the rules market-related data and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, forward-looking statements included or incorporated by reference in the Disclosure Package Offering Memorandum are based on or derived from sources that the Delek Parties believe to be reliable and the Prospectus and any amendment or supplement thereto present fairly, accurate in all material respects, respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum present fairly in all material respects the information required to be stated thereincalled for and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, statements together with the related schedules and notes, included or notes thereto incorporated by reference in the Disclosure Package Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The historical summary financial data set forth information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. All disclosures contained in the Disclosure Package and the Prospectus under the caption regarding “Capitalizationnon-GAAP financial measures” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated (as such term is defined by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, extent applicable. The interactive data in effect on the date of the respective financial statements; the supporting schedules, if any, included eXtensible Business Reporting Language incorporated by reference in the Disclosure Package Registration Statement, the Preliminary Prospectus and the Prospectus and any amendment or supplement thereto present fairly, fairly presents the information called for in all material respects, respects and is prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statementsstatements of the Partnership included or incorporated by reference in the Offering Memorandum, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Partnership and its consolidated subsidiaries at the dates indicated and the results of operations, changes in unitholders’ equity and cash flows of the Partnership and its consolidated subsidiaries for the periods specified; and all such financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act and the Exchange Act. The supporting schedules, if any, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and Offering Memorandum present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act respects in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects accordance with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respectsGAAP, the information required to be stated therein. The information in the Offering Memorandum under the captions “Offering Memorandum Summary — Summary Historical Consolidated Financial Data” present fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Partnership included or incorporated by reference in the Offering Memorandum. All information contained in the Offering Memorandum regarding “non-GAAP financial measures” (as defined in Regulation G of the Commission) complies with Regulation G and Item 10 of Regulation S-K of the Commission, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Offering Memorandum that are not so included or incorporated, as applicable, as required. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission as a part of the Registration Statement and notes, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and related supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “captions "Summary--Summary Financial Data," "Selected Financial Data" and "Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and present fairly" fairly present, in all material respects, the information shown thereinset forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The financial statements incorporated by reference from Company's ratio of earnings to fixed charges set forth in the Company’s filings Prospectus under the Exchange Act captions "Summary - Summary Financial Data," "Selected Financial Data" and in Exhibit 12 to the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form Registration Statement have been calculated in all material respects compliance with the applicable accounting requirements Item 503(d) of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective . No pro forma financial statements; the supporting schedules, if any, information is required to be included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required Registration Statement pursuant to be stated therein.Regulation S-X.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission as a part of or incorporated by reference in the Registration Statement and notes, included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company Company, the Partnership and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involvedinvolved ("GAAP"), except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The historical financial data set forth in the preliminary prospectus and the Prospectus under the caption "Capitalization" fairly presents the information set forth therein on a basis consistent with that of the audited financial statements contained in the Disclosure Package and the Prospectus. The Company's ratio of earnings to fixed charges and preferred stock dividends set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K promulgated under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical financial statements, together statements filed with the related schedules Commission and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements and related supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. The historical financial data incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records have been calculated in compliance with Item 503(d) of the Company and present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission Regulation S-K under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated therein.

Preparation of the Financial Statements. The historical audited consolidated financial statements, together with statements and related notes of the related schedules Company and notes, included the Subsidiaries contained or incorporated by reference in the Disclosure Package Time of Sale Document and the Prospectus Final Offering Memorandum (the “Financial Statements”) present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and its subsidiaries consolidated Subsidiaries, as of the respective dates and at the dates indicated and the results of their operations and cash flows for the respective periods specifiedto which they apply. Such financial statements and related schedules Financial Statements have been prepared in conformity accordance with generally accepted accounting principles as applied in the United States GAAP applied on a consistent basis throughout the periods involvedinvolved and the requirements of Regulation S-X, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Time of Sale Document or the Final Offering Memorandum. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption captions “Summary Financial Data” and “Capitalization” under in the heading “Actual” Time of Sale Document and “Summary Consolidated the Final Offering Memorandum has been prepared on a basis consistent with that of the Financial Information” are derived from Statements and present fairly the accounting records financial position and results of operations of the Company and present fairly, its consolidated Subsidiaries as of the respective dates and for the respective periods indicated. All disclosures contained in all material respects, the information shown therein. The Time of Sale Document and the Final Offering Memorandum that constitute non-GAAP financial statements incorporated measures (as defined by reference from the Company’s filings rules and regulations under the Exchange Act) comply with Regulation G under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects with the applicable accounting requirements Item 10 of the Securities Act, the rules and regulations of the Commission Regulation S- K under the Securities Act, as applicable. To the Exchange Act Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data contained in the Time of Sale Document and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, the information required to be stated thereinFinal Offering Memorandum.

Preparation of the Financial Statements. The historical financial statements, together with statements of the related schedules Company and notes, its subsidiaries included or and incorporated by reference in the Disclosure Package Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles GAAP (as applied defined in the United States applied on a consistent basis throughout the periods involvedSection 23(b)), except as may be expressly stated in the related notes thereto. The historical No other financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records statements or supporting schedules of the Company and present fairly, in all material respects, the information shown therein. The financial statements its subsidiaries are required to be included or incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package Registration Statement or the Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Prospectus and any amendment or supplement thereto comply in the Registration Statement present fairly the information contained therein, have been prepared in accordance with Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Prospectus and the Registration Statement regarding “non-GAAP financial measures” (as to form in all material respects with the applicable accounting requirements of the Securities Act, such term is defined by the rules and regulations of the Commission Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the Exchange Act and the rules and regulations of the Commission under the Exchange Act, extent applicable. The interactive data in effect on the date of the respective financial statements; the supporting schedules, if any, included eXtensible Business Reporting Language incorporated by reference in the Disclosure Package Registration Statement and the Prospectus and any amendment or supplement thereto present fairly, fairly presents the required information called for in all material respects, respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical consolidated financial statementsstatements of the Company, together with the related notes and schedules and notes, included or as incorporated by reference in the Disclosure Package Registration Statement and the Prospectus Prospectus, present fairly fairly, in all material respects respects, the consolidated financial position condition of the Company and its consolidated subsidiaries as of and at the indicated dates indicated and the results statements of their operations comprehensive income/(loss), stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specifiedindicated periods. Such financial statements and related schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States of accounting, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretodisclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The historical financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” under the heading “Actual” and “Summary Consolidated Financial Information” are derived from the accounting records of the Company and supporting schedules, if any, present fairly, in all material respects, the information shown therein. The financial statements incorporated by reference from the Company’s filings under the Exchange Act in the Disclosure Package and the Prospectus and any amendment or supplement thereto comply as to form in all material respects accordance with the applicable accounting requirements of the Securities Act, the rules and regulations of the Commission under the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Exchange Act, in effect on the date of the respective financial statements; the supporting schedules, if any, included in the Disclosure Package and the Prospectus and any amendment or supplement thereto present fairly, in all material respects, GAAP the information required to be stated therein. The selected financial date and summary financial information included or incorporated by reference in the Registration Statement and the Prospectus constitute a fair summary of the information purported to be summaries and have been compiled on a basis consistent with the audited financial statements presented therein and the books and records of the Company. No other financial statements or supporting schedules are required to be included in or incorporated by reference in the Registration Statement and the Prospectus under the Securities Act except as so included. All disclosures contained in or incorporated by reference in the Registration Statement and the Prospectus regarding “non GAAP financial measures” (as such term is defined in the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange Act, and Item 10 of Regulation S-K of the Securities Act to the extent applicable.