Common use of Accuracy of Statements in Prospectus Clause in Contracts

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with the Commission under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations,” in including, without limitation, Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12March 2, 2014 describing certain 2011 under the heading “United States federal income tax matters, Federal Income Tax Considerations,” as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with the Commission under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) (A) the Disclosure Package and the Prospectus under the captions (a1) “Description of Capital Series H Preferred Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c2) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) under the caption “Proposal 4 – Approval Supplement to Certain Provisions of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections Maryland Law and of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with Charter and Bylaws,” and (3) “Underwriting (Conflicts of Interest)”; and (B) the Commission on April 14Preliminary Prospectus Supplement and the Prospectus Supplement under the captions (1) “Description of Capital Stock” and (2) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, 2014 (the “2014 Definitive Proxy StatementL.P.”) and ; (ii) Item 5.03 of Exhibit 99.2 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with on March 15, 2012 under the Commission on December 11, 2014, (d) heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” as supplemented by the statements in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with on August 3, 2012 under the Commission on December 12, 2014 describing certain heading “Supplemental United States federal income tax matters, as Federal Income Tax Considerations,” and the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference statements in the Disclosure Package or Preliminary Prospectus Supplement and the Prospectus and (f) Supplement under the heading “Plan of Distribution (Conflicts of Interest)Supplemental United States Federal Income Tax Considerations”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2011 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” in each case as supplemented and superseded in part by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” information in the Company’s Definitive Proxy Statement Current Reports on Schedule 14A Form 8-K (including the exhibits thereto) filed with the Commission on April 14February 1, 2014 2017 and August 23, 2017, and “Underwriting (the “2014 Definitive Proxy StatementConflicts of Interest)”) and ; (ii) Item 5.03 of Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 11March 5, 20142019, which supersedes and replaces (da) the discussion under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in the Base Prospectus and the Registration Statement and (b) the discussion in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report Reports on Form 8-K filed with the Commission on December 12October 30, 2014 describing certain United States federal income tax matters2017 and February, as the same may be amended13, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”2018; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2018 under the following captions (or any similar captions): (a) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” Underwriting (eConflicts of Interest)”; (ii) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 99.2 to the Company’s Current Report on Form 8-K filed with on February 8, 2012 under the Commission on December 12, 2014 describing certain heading “United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference Federal Income Tax Considerations” and in the Disclosure Package or and the Prospectus and (f) under the heading “Plan of Distribution (Conflicts of Interest)Supplemental United States Federal Income Tax Considerations”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2011 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in “Underwriting (i) “Proposal 4 – Approval Conflicts of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of DirectorsInterest)” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2015 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” and “Underwriting (cConflicts of Interest)”; (ii) the Disclosure Package and the Prospectus under the captions “Description of Capital Stock” and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented and/or superseded in part by the statements set forth in (i) information under the caption “Proposal 4 – Approval Supplemental Description of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in Capital Stock and the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 Charter and Bylaws”; (the “2014 Definitive Proxy Statement”iii) and (ii) Item 5.03 of Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 11August 3, 20142020, (d) which supersedes and replaces the discussion under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Base Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”the Registration Statement; and (iiiv) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2020 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in and “Underwriting (iConflicts of Interest)”; (ii) “Proposal 4 – Approval of Bylaw Amendment Exhibit 99.1 to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with and the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the CompanyOperating Partnership’s Current Report on Form 8-K filed with the Commission on December 11August 3, 20142020, (d) which supersedes and replaces the discussion under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Base Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”the Registration Statement; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2019 under the following captions (or any similar captions): (a) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “”Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth information in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11February 1, 2014, 2017 and “Underwriting (dConflicts of Interest)”; (ii) “the Disclosure Package and the Prospectus under the heading United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” as supplemented by the statements set forth in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 12October 30, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”2017; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2016 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) Exhibit 99.1 to the Disclosure Package Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on January 7, 2013 (the “January 8-K”) (which is incorporated by reference into the Pre-Pricing Prospectus and the Prospectus) under the captions (a) “Description of Capital Stock,” (b) and “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” ” (cii) the Disclosure Package and Prospectus under the caption “Certain Provisions of Maryland Law and the Company’s Charter and Bylaws” as supplemented by the statements in the January 8-K under the caption “Supplement to Certain Provisions of the Maryland Law and Company’s Charter and Bylaws,” as supplemented by and under the statements set forth in caption “Underwriting (iConflicts of Interest),” (iii) “Proposal 4 – Approval of Bylaw Amendment Exhibit 99.1 to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with and the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the CompanyOperating Partnership’s Current Report on Form 8-K filed with on August 9, 2013 (which is incorporated by reference into the Commission on December 11, 2014, (dPre-Pricing Prospectus and the Prospectus) under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12”, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (iiiv) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2012 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-Structure- There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-Structure- The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) (A) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stocknotes,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.Debt Securities and Related Guarantees,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” ”, as supplemented by the statements set forth in (i) therein under the caption “Proposal 4 – Approval Supplement to certain provisions of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in Maryland law and the Companycompany’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) charter and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerationsbylaws,” and “Underwriting (econflicts of interest)”; (B) “Supplemental United States Federal Income Tax Considerations” in the Preliminary Prospectus Supplement, the Prospectus Supplement and Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12January 7, 2014 describing certain United States federal income tax matters2013 (the “January 8-K”) under the caption “Description of material provisions of the partnership agreement of Xxxxxx Realty, as L.P.”; and (C) Exhibit 99.1 to the same may be amended, supplemented or replaced from time January 8-K under the caption “Supplement to time by information in subsequent filings Certain Provisions of Maryland Law and the Company’s Charter and Bylaws”; (ii) Exhibit 99.2 to the Company’s and the Operating Partnership’s Current Report on Form 8-K that are incorporated filed on March 15, 2012 under the heading “United States Federal Income Tax Considerations,” as supplemented by reference the statements in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed on November 2, 2012 under the heading “Supplemental United States Federal Income Tax Considerations,” and by the statements in the Disclosure Package or Preliminary Prospectus Supplement and the Prospectus and (f) Supplement under the heading “Plan of Distribution (Conflicts of Interest)Certain U.S. federal income tax consequences”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2011 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction” or any substantially identical captions, ”. insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) (A) the Disclosure Package Preliminary Prospectus Supplement and the Prospectus Supplement under the captions (a1) “Description of Capital Stock,” and (b2) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” ”; and (cB) the Disclosure Package and the Prospectus under the captions (1) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) under the caption “Proposal 4 – Approval Supplement to Certain Provisions of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections Maryland Law and of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 Charter and Bylaws,” and (the 2) “2014 Definitive Proxy StatementUnderwriting (Conflicts of Interest)”) and ; (ii) Item 5.03 of Exhibit 99.2 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with on March 15, 2012 under the Commission on December 11, 2014, (d) heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” as supplemented by the statements in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with on August 3, 2012 under the Commission on December 12, 2014 describing certain heading “Supplemental United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)Federal Income Tax Considerations”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2011 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to Description of the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, Charter and Bylaws” and (f) “Plan of Distribution (Conflicts of Interest),” in each case as the same may have been or may hereafter be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K or Proxy Statements on Schedule 14A that in each case are or are deemed to be incorporated by reference in the Disclosure Package or and the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”Prospectus; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended or supplemented, if applicable) filed with the Commission under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (dc) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Series G Preferred Stock,” (b) “Description of Capital Stock,” (bc) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (cd) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Underwriting (Conflicts of Interest)”; (ii) Exhibit 99.1 99.2 to the Company’s Current Report on Form 8-K filed with on March 15, 2012 under the Commission on December 12, 2014 describing certain heading “United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference Federal Income Tax Considerations” and in the Disclosure Package or and the Prospectus and (f) under the heading “Plan of Distribution (Conflicts of Interest)Supplemental United States Federal Income Tax Considerations”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2011 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws” and “Underwriting (conflicts of interest)”; (ii) the Disclosure Package and the Prospectus under the heading United States Federal Income Tax Considerations,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment Exhibit 99.1 to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with and the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the CompanyOperating Partnership’s Current Report on Form 8-K filed with the Commission on December 11July 30, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with K/A for the Commission fiscal year ended December 31, 2013 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction” or any substantially identical captions, ”. insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) in the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock” as supplemented by the statements under the caption “Supplemental Description of Capital Stock,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.” (b) other than as set forth under the heading “—Series B Junior Participating Preferred Units”), as supplemented by the statements under the caption “Supplemental Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s our Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in under the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) caption “Supplemental United States Federal Income Tax ConsiderationsDescription of Certain Provisions of Maryland Law and of our Charter and Bylaws” and “Plan of Distribution,” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with on May 28, 2009, under the Commission on December 12, 2014 describing certain heading “United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information Federal Income Tax Considerations,” and in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2008 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common Factors- Common limited partners of the Operating Partnership have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holdersstockholders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited Limited partners of the Operating Partnership must approve our the dissolution of the Operating Partnership and the disposition of properties contributed by the limited partnersthey contributed,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the our capital stock of the Companystock, which limit the opportunities for a change of control at a premium to existing security holdersstockholders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s Our charter contains provisions that may delay, deter, deter or prevent a change of control transaction” or any substantially identical captionsas supplemented by the statements under the caption “Supplemental Description of Certain Provisions of Maryland Law and of our Charter and Bylaws” in the Disclosure Package and the Prospectus, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment Exhibit 99.2 to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with and the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the CompanyOperating Partnership’s Current Report on Form 8-K filed with the Commission on December February 11, 20142015, and “Underwriting (dConflicts of Interest)”; (ii) “the Disclosure Package and the Prospectus under the heading United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” as supplemented by the statements set forth in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 12February 11, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”2015; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2014 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in and “Underwriting (i) “Proposal 4 – Approval conflicts of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statementinterest)”) and ; (ii) Item 5.03 of the Company’s Current Report on Form 8Pre-K filed with Pricing Prospectus and the Commission on December 11, 2014, (d) Prospectus under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States Certain U.S. federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)consequences”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2010 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction” or any substantially identical captions, ”. insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) in the Disclosure Package and the Prospectus under the captions (a) headings “Risk Factors—Industry Specific Risk Factors—We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business”, “Risk Factors—Company Specific Risk Factors—We may be subject to tax on United States source income, which would reduce our earnings,” “Risk Factors—Company Specific Risk Factors—U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders, “ “Risk Factors—Company Specific Risk Factors—We are incorporated in the Republic of the Xxxxxxxx Islands, which does not have a well-developed body of corporate law and as a result, shareholders may have fewer rights and protections under Xxxxxxxx Islands law than under a typical jurisdiction in the United States,” “Risk Factors—Company Specific Risk Factors—It may not be possible for investors to enforce U.S. judgments against us,” and “Risk Factors—Offering Specific Risks—Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares,” “Our Dividend Policy,” “Business—Environmental and Other Regulation,” “Business—Risk of Loss and Liability Insurance,” “Business—Legal Proceedings,” “Business—Senior Secured Term Loan,” “Management,” “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.Related Party Transactions,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and BylawsShares Eligible for Future Sale,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to and the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus Registration Statement under Items 6 and (f) “Plan of Distribution (Conflicts of Interest)”; and (ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with the Commission under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction” or any substantially identical captions7, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respectsproceedings.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” and “Underwriting (cConflicts of Interest)”; (ii) the Disclosure Package and the Prospectus under the captions “Description of Capital Stock” and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented and/or superseded in part by the statements set forth in (i) information under the caption “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 Supplemental Description of the Company’s Current Report on Form 8-K filed with Charter and Bylaws”; (iii) the Commission on December 11, 2014, (d) Disclosure Package and the Prospectus under the caption “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and (iiiv) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2022 under the following captions (or any similar captions): (a) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (dc) “Risk Factors-Factors – Risks Related to our Our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” Underwriting (eConflicts of Interest)”; (ii) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with on March 2, 2011 under the Commission on December 12, 2014 describing certain heading “United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference Federal Income Tax Considerations” and in the Disclosure Package or and the Prospectus and (f) under the heading “Plan of Distribution (Conflicts of Interest)Supplemental United States Federal Income Tax Considerations”; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2010 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital StockNotes,” (b) “Description of Debt Securities and Related Guarantees,” “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) and “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” in each case as supplemented and superseded in part by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” information in the Company’s Definitive Proxy Statement Current Reports on Schedule 14A Form 8-K (including the exhibits thereto) filed with the Commission on April 14February 1, 2014 2017 and August 23, 2017, and “Underwriting (the “2014 Definitive Proxy StatementConflicts of Interest)”) and ; (ii) Item 5.03 of Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 11February 13, 20142018, which supersedes and replaces (da) the discussion under the heading “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in the Base Prospectus and the Registration Statement and (b) the discussion in Exhibit 99.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Commission on December 12October 30, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”2017; and (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2017 under the following captions (or any similar captions): (a) “”Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “”Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “”Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – There are restrictions on the ownership of the Company’s capital stock of the Company, which that limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Factors – Risks Related to our Organizational Structure-Structure – The Company’s charter contains provisions that may delay, deter, deter or prevent a change of control transaction,” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

Accuracy of Statements in Prospectus. The statements included or incorporated by reference in: (i) the Disclosure Package and the Prospectus under the captions (a) “”Description of Capital StockNotes,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Kxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in and (id) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and Underwriting”; (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with on October 27, 2010 under the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) heading “Plan of Distribution (Conflicts of Interest)Certain U.S. Federal Income Tax Consequences”; and; (iiiii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with for the Commission fiscal year ended December 31, 2009 under the following captions (or any similar captions): (a) “Risk Factors-Risks Related Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of stockholders,” (b) “Risk Factors-In certain circumstances, our limited partners must approve the dissolution of the Operating Partnership and the disposition of properties they contributed,” (c) ”Risk Factors-There are restrictions on the ownership of our capital stock, which limit the opportunities for a change of control at a premium to our Organizational Structureexisting stockholders” and (d) “Risk Factors-Our charter contains provisions that may delay, deter or prevent a change of control transaction”; and (iv) the Operating Partnership’s Registration Statement on Form 10 under the captions (a) “Risk Factors-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all unitholders and of all the stockholders of our security holdersgeneral partner,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “”Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Companyour general partner, which limit the opportunities for a change of control at a premium to existing security holdersunitholders,” and (d) “Risk Factors-Risks Related to our Organizational Structure-The CompanyOur general partner’s charter contains provisions that may delay, deter, or prevent a change of control transaction” or any substantially identical captions, and (e) “Description of Registrant’s Securities to be Registered,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.