Common use of Other Information Included in the General Clause in Contracts

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, or net operating income, or consolidated net income or in the total or per share amounts ratio of net income earnings to fixed charges of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Bii)(A) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, or net operating income, or consolidated net income or in the total or per share amounts ratio of net income earnings to fixed charges of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. The Underwriter shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Xxxxx Xxxxx Company, L.P. confirming that: 1. They are independent petroleum engineers with respect to Diamondback Energy Inc. (“Diamondback”) and Windsor Permian LLC, Gulfport Energy Corporation and Windsor UT LLC (the “Companies”). Their employment by Diamondback and the Companies for work performed in connection with the Registration Statement and the reports was not on a contingent basis. At the time of preparation of each of the reports they did not have, and at the date thereof they do not have, any financial interest in Diamondback, the Companies or the properties covered by the reports. No person at their firm is connected with Diamondback or the Companies as a promoter, underwriter, voting trustee, director, officer or employee. 2. The estimates of reserves, production rates, future income and present worth of future income as of each Evaluation Date presented in or incorporated by reference in the Registration Statement correctly reflect their estimates of those quantities as presented in the reports. The computations made in connection with the proved reserves in the reports were made in accordance with the provisions of the then-applicable Rule 4-10 of Regulation S-X and Subpart 1200 of Regulation S-K promulgated by the SEC and have been prepared in a manner consistent and in compliance with the standards and definitions pertaining to the estimating and auditing of gas and oil reserves information promulgated by the SEC.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Preliminary and Final Offering Circular and in the General Disclosure Package Exchange Act Reports comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Preliminary and the General Disclosure PackageFinal Offering Circular, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Preliminary and the General Disclosure PackageFinal Offering Circular, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and the Guarantor and their consolidated subsidiaries made available by the Company and the Guarantor and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the CompanyCompany and the Guarantor; and have made inquiries of certain officials of the Company and the Guarantor who have responsibility for financial and accounting matters of the Company and the Guarantor and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Preliminary and General Disclosure PackageFinal Offering Circular; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package Preliminary and Final Offering Circular do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure PackagePreliminary and Final Offering Circular, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, the Guarantor and their consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company Company, the Guarantor and its their consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, the Guarantor and their consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; Package or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income income, or in the total or per share amounts of consolidated net income of the Company, the Guarantor and their consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses disclose have occurred or may occur; (iii) With respect to any period as to which officials of the Company and the Guarantor have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company and the Guarantor who have responsibility for the financial and accounting matters of the Company Company, the Guarantor and their consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, the Guarantor and their consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company Company, the Guarantor and their consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, the Guarantor and their consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated net income of the Company Company, the Guarantor and their consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses disclose have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsPreliminary Offering Circular, each Issuer Free Writing Prospectus other document comprising any part of the General Disclosure Package, the Final Offering Circular and each item of Supplemental Marketing Material (other than any Issuer Free Writing Prospectus Supplemental Marketing Material that is an “electronic road show,” as defined in Rule 433(h)) show and the General Disclosure Package Exchange Act Reports (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. [ ] The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. The Underwriter shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Xxxxx Xxxxx Company, L.P. confirming that: 1. They are independent petroleum engineers with respect to Diamondback Energy Inc. (“Diamondback”). Their employment by Diamondback for work performed in connection with the Registration Statement and the reports was not on a contingent basis. At the time of preparation of each of the reports they did not have, and at the date thereof they do not have, any financial interest in Diamondback or the properties covered by the reports. No person at their firm is connected with Diamondback as a promoter, underwriter, voting trustee, director, officer or employee. 2. The estimates of reserves, production rates, future income and present worth of future income as of each Evaluation Date presented in or incorporated by reference in the Registration Statement correctly reflect their estimates of those quantities as presented in the reports. The computations made in connection with the proved reserves in the reports were made in accordance with the provisions of the then-applicable Rule 4-10 of Regulation S-X and Subpart 1200 of Regulation S-K promulgated by the SEC and have been prepared in a manner consistent and in compliance with the standards and definitions pertaining to the estimating and auditing of gas and oil reserves information promulgated by the SEC.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and; (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results; and (v) based upon limited procedures set forth in detail in such letter, nothing came to their attention that caused them to believe that the unaudited pro forma consolidated financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, or net operating income, or consolidated net income or in the total or per share amounts ratio of net income earnings to fixed charges of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Bii)(A) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, or net operating income, or consolidated net income or in the total or per share amounts ratio of net income earnings to fixed charges of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. (v) (A) they have read the unaudited pro forma condensed combined statement of operations as of [ ] and related notes, included in the Registration Statement and the General Disclosure Package, (B) inquired of certain officials of the Company who have responsibility for financial and accounting matters about the basis for their determination of the pro forma adjustments, and (C) proved the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the unaudited pro forma condensed combined financial statements.

Other Information Included in the General. Disclosure PackagePackage Xxxxxxx Dynamics, L.L.C. Xxxxxxx Dynamics Finance Company Xxxxxx, LLC (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available and its subsidiaries for January and February of both 2009 and 2010 furnished to them by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the CompanyCompany for 2009 and 2010; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly consolidated financial statements referred to above are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent monthFebruary 28, 2010, there were was any increases change in the shortcapital stock, increase in long-term debt or long-term debt of the Company, decrease in consolidated net current assets or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Companysubsidiaries, as compared with the amounts shown on the latest balance sheet included in the General Disclosure Package; or incorporated by reference for the period from January 1, 2010 to February 28, 2010, there was any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales or in the total consolidated income before extraordinary items or of consolidated net income of the Company and its consolidated subsidiaries, except for such changes, increases or decreases which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period subsequent to February 28, 2010, for which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to such date are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there was any change in capital stock, increase in long-term debt or any decreases in consolidated net current assets or shareholder’s equity of the Company and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for such entities included in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income sales or in the total or per share amounts amount of consolidated net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated May 13, 2022 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Scotia Capital (USA) Inc. and The Bank of Nova Scotia, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Section 4(k) of the Distribution Agency Agreement dated November 3, 2014 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and Xxxxxxxxx LLC, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (c) Other than as set forth or contemplated in the General Disclosure Package and the Prospectus, subsequent to the execution and delivery of this Agreement, there has not occurred any downgrading, nor has any notice been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook or upgrading, in the rating accorded any securities of or guaranteed by the Company by Standard & Poor’s Ratings Services or Xxxxx’x Investors Services; provided, however, that in the case of any Settlement Date, such downgrading or notice also shall not have occurred or been given subsequent to the date of sale of the Shares to be delivered on such Settlement Date. (d) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), in or affecting the general affairs, business, prospects (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), management, properties, financial position, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus. Capitalized terms used and not defined herein have the respective meanings given them in the Agreement. Xxxxx Lord LLP is entitled to rely on this certificate in connection with the opinions such firm is rendering pursuant to the Agreement.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated August 2, 2021 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Scotia Capital (USA) Inc. and The Bank of Nova Scotia, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion opinion, the audited combined consolidated financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included or incorporated by reference in the Registration Statements and Statement or the General Disclosure Package Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to Act or the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Exchange Act, as applicable, and the General Disclosure Packagerelated published rules and regulations thereunder; and, if applicable, they have performed the procedures specified made a review in accordance with standards established by the American Institute of Certified Public Accountants for a review of the consolidated interim financial information as described in XX 000statements, Xxxxxxx Financial Informationselected financial data, on the unaudited quarterly consolidated pro forma financial information, financial forecasts and/or condensed financial statements (including the notes thereto) derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Manager; (iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or in the Prospectus and/or included in the Company’s quarterly reports on Form 10-Q incorporated by reference into the Prospectus as indicated in their reports thereon copies of which have been furnished to the Registration Statements Manager; and on the General Disclosure Package, and have made basis of specified procedures including inquiries of certain officials of the Company who have responsibility for financial and accounting matters of regarding whether the Company as to whether such unaudited quarterly condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which that caused them to believe that: (A) that the unaudited condensed consolidated financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities LawsAct and the Exchange Act and the related published rules and regulations; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years; (v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of items 301, 302, 402 and 503(d), respectively, of Regulation S-K; (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) (i) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or that (ii) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus or included in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus, for them to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with respect to the period subsequent to corresponding items in the date of unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the most recent unaudited quarterly basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the General Disclosure Package, at Company’s Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date at not more than three days prior to the end date of the most recent monthsuch letter, there were have been any increases changes in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets date of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; Prospectus) or for any increase in the period from the day after the date consolidated long-term debt of the most recent unaudited quarterly Company and its subsidiaries, or any decreases in consolidated financial statements for such entities net current assets or stockholders’ equity or other items specified by the Manager, or any increases in any items specified by the Manager, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the General Disclosure Package Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to such the specified date, date referred to in clause (E) there were any decreases, as compared with the corresponding period in the preceding year, decreases in consolidated net sales, net revenues or operating income profit or in the total or per share amounts of consolidated net income or other items specified by the Manager, or any increases in any items specified by the Manager, in each case as compared with the comparable period of the Companypreceding year and with any other period of corresponding length specified by the Manager, except in each case for such changes, increases or decreases set forth in such letter which the General Disclosure Package Prospectus discloses have occurred or may occur;occur or which are described in such letter; and (iiivii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent In addition to the specified date examination referred to in (ii)(Btheir report(s) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for Prospectus and the period from the day after the date limited procedures, inspection of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified dateminute books, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described other procedures referred to in paragraph paragraphs (iiiii) and (vi) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared carried out certain specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained procedures, not constituting an examination in the Registration Statementsaccordance with generally accepted auditing standards, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case with respect to the extent that such dollar certain amounts, percentages and other financial and statistical information specified by the Manager which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or are derived directly from such records in Part II of, or in exhibits and schedules to, the Registration Statement specified by analysis the Manager or computation) with in documents incorporated by reference in the results obtained from inquiriesProspectus specified by the Manager, a reading and have compared certain of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information with the accounting records of the Company and statistical information its subsidiaries and have found them to be in agreement with such resultsagreement.

Other Information Included in the General. Disclosure Package 1. price per share: $19.85 per share The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of KPMG LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of consolidated income before extraordinary items or net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, income or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated August 2, 2021 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), TD Securities (USA) LLC and The Toronto-Dominion Bank, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the any unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the any such unaudited quarterly consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles;; and (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, sales or net operating income income, or in the total or per share amounts of consolidated net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, or net operating income, or in the total or per share amounts of consolidated net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.or

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Xxxxx Xxxxxxxx LLP and Deloitte & Touche (Seattle office) confirming that they are registered public accounting firms and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) periods covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, sales or net operating income or in the total or per share amounts of consolidated net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, sales or net operating income, income or in the total or per share amounts of consolidated net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. SCHEDULE D The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules and summary of earnings examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ ' equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, or net operating income income. or in the total or per share amounts of consolidated income before extraordinary items or net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With with respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ ' equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, or net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “"electronic road show,” " as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure PackagePackage Applicable Price September 6, 2006 September 15, 2007 September 15, 2008 September 15, 2009 September 15, 2010 September 20, 2011 Washington Real Estate Investment Trust has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus in that registration statement and other documents Washington Real Estate Investment Trust has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, Credit Suisse will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling toll free 1-800-221-1037. (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and; (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results; and (v) based upon limited procedures set forth in detail in such letter, nothing came to their attention that caused them to believe that the unaudited pro forma consolidated financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Section 4(k) of the Distribution Agency Agreement dated November 3, 2014 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and SunTrust Xxxxxxxx Xxxxxxxx, Inc., [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (c) Other than as set forth or contemplated in the General Disclosure Package and the Prospectus, subsequent to the execution and delivery of this Agreement, there has not occurred any downgrading, nor has any notice been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook or upgrading, in the rating accorded any securities of or guaranteed by the Company by Standard & Poor’s Ratings Services or Xxxxx’x Investors Services; provided, however, that in the case of any Settlement Date, such downgrading or notice also shall not have occurred or been given subsequent to the date of sale of the Shares to be delivered on such Settlement Date. (d) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), in or affecting the general affairs, business, prospects (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), management, properties, financial position, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus. Capitalized terms used and not defined herein have the respective meanings given them in the Agreement. Xxxxx Lord LLP is entitled to rely on this certificate in connection with the opinions such firm is rendering pursuant to the Agreement.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated August 2, 2021 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and Regions Securities LLC, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Section 4(k) of the Distribution Agency Agreement dated November 3, 2014 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and X.X. Xxxxxx Securities LLC, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (c) Other than as set forth or contemplated in the General Disclosure Package and the Prospectus, subsequent to the execution and delivery of this Agreement, there has not occurred any downgrading, nor has any notice been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook or upgrading, in the rating accorded any securities of or guaranteed by the Company by Standard & Poor’s Ratings Services or Xxxxx’x Investors Services; provided, however, that in the case of any Settlement Date, such downgrading or notice also shall not have occurred or been given subsequent to the date of sale of the Shares to be delivered on such Settlement Date. (d) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), in or affecting the general affairs, business, prospects (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), management, properties, financial position, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus. Capitalized terms used and not defined herein have the respective meanings given them in the Agreement. Xxxxx Lord LLP is entitled to rely on this certificate in connection with the opinions such firm is rendering pursuant to the Agreement.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Preliminary and Final Offering Circular and in the General Disclosure Package Exchange Act Reports comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Preliminary and Final Offering Circular or in the General Disclosure PackageExchange Act Reports, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Preliminary and Final Offering Circular or in the General Disclosure PackageExchange Act Reports, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Preliminary and General Disclosure PackageFinal Offering Circular and the Exchange Act Reports; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Preliminary and Final Offering Circular or in the General Disclosure Package Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure PackagePreliminary and Final Offering Circular or in the Exchange Act Reports, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, Exchange Act Reports except for such changes, changes or increases or decreases set forth in such letter which the General Disclosure Package discloses Exchange Act Reports disclose have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company or any decreases in the net current assets or net assets of the Company, and its consolidated subsidiaries as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company Exchange Act Reports and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, change or decrease, increase except for such changes, changes or increases or decreases set forth in such letter which the General Disclosure Package discloses Exchange Act Reports disclose have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsPreliminary Offering Circular, each Issuer Free Writing Prospectus other document comprising any part of the General Disclosure Package, the Final Offering Circular and each item of Supplemental Marketing Material (other than any Issuer Free Writing Prospectus Supplemental Marketing Material that is an “electronic road show,” as defined in Rule 433(h)) show and the General Disclosure Package Exchange Act Reports (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. I, Xxxxxx X. Xxxxx Xx., do hereby certify that I am the Chief Financial Officer of ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and, in my capacity as Chief Financial Officer, and based upon an examination of the Company’s financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial and accounting matters, do hereby certify that: 1. I am providing this certificate in connection with the marketing of [ ] shares of the Company’s [ ]% convertible perpetual preferred stock, as described in that certain offering circular, dated September [ ], 2009 (the “Offering Circular”); 2. I am familiar with the accounting, operations and records systems of the Company;

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated June 4, 2020 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), BofA Securities, Inc. and Bank of America, N.A., [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income income, or in the total or per share amounts of consolidated net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure PackagePackage Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Washington Real Estate Investment Trust has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Washington Real Estate Investment Trust has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, Credit Suisse will arrange to send you the prospectus if you request it by calling toll free 1-800-221-1037. (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated June 4, 2020 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Section 4(k) of the Distribution Agency Agreement dated November 3, 2014 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and Xxxxx Fargo Securities, LLC, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (c) Other than as set forth or contemplated in the General Disclosure Package and the Prospectus, subsequent to the execution and delivery of this Agreement, there has not occurred any downgrading, nor has any notice been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook or upgrading, in the rating accorded any securities of or guaranteed by the Company by Standard & Poor’s Ratings Services or Xxxxx’x Investors Services; provided, however, that in the case of any Settlement Date, such downgrading or notice also shall not have occurred or been given subsequent to the date of sale of the Shares to be delivered on such Settlement Date. (d) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), in or affecting the general affairs, business, prospects (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), management, properties, financial position, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus. Capitalized terms used and not defined herein have the respective meanings given them in the Agreement. Xxxxx Lord LLP is entitled to rely on this certificate in connection with the opinions such firm is rendering pursuant to the Agreement.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Section 4(k) of the Distribution Agency Agreement dated November 3, 2014 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (c) Other than as set forth or contemplated in the General Disclosure Package and the Prospectus, subsequent to the execution and delivery of this Agreement, there has not occurred any downgrading, nor has any notice been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook or upgrading, in the rating accorded any securities of or guaranteed by the Company by Standard & Poor’s Ratings Services or Xxxxx’x Investors Services; provided, however, that in the case of any Settlement Date, such downgrading or notice also shall not have occurred or been given subsequent to the date of sale of the Shares to be delivered on such Settlement Date. (d) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), in or affecting the general affairs, business, prospects (excluding any development resulting from any event, circumstance, development, change or effect (i) in general economic or business conditions, (ii) in financial or securities markets generally or (iii) generally affecting the business or industry in which the Company operates), management, properties, financial position, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus. Capitalized terms used and not defined herein have the respective meanings given them in the Agreement. Xxxxx Lord LLP is entitled to rely on this certificate in connection with the opinions such firm is rendering pursuant to the Agreement.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated May 22, 2023 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated May 13, 2022 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated June 4, 2020 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated June 4, 2020 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Scotia Capital (USA) Inc. and The Bank of Nova Scotia, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Bi) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iviii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Xxxxx Xxxxx Company, L.P. confirming that: 1. They are independent petroleum engineers with respect to Diamondback Energy Inc. (“Diamondback”) and Windsor Permian LLC, Gulfport Energy Corporation and Windsor UT LLC (the “Companies”). Their employment by Diamondback and the Companies for work performed in connection with the Registration Statement and the reports was not on a contingent basis. At the time of preparation of each of the reports they did not have, and at the date thereof they do not have, any financial interest in Diamondback, the Companies or the properties covered by the reports. No person at their firm is connected with Diamondback or the Companies as a promoter, underwriter, voting trustee, director, officer or employee. 2. The estimates of reserves, production rates, future income and present worth of future income as of each Evaluation Date presented in or incorporated by reference in the Registration Statement correctly reflect their estimates of those quantities as presented in the reports. The computations made in connection with the proved reserves in the reports were made in accordance with the provisions of the then-applicable Rule 4-10 of Regulation S-X and Subpart 1200 of Regulation S-K promulgated by the SEC and have been prepared in a manner consistent and in compliance with the standards and definitions pertaining to the estimating and auditing of gas and oil reserves information promulgated by the SEC.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated May 22, 2023 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Truist Securities, Inc. and Truist Bank, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated June 4, 2020 (the “Agreement”) by and between Camden Property Trust, a Texas real estate investment trust (the “Company”), and SunTrust Xxxxxxxx Xxxxxxxx, Inc., [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that Ernst & Young LLP is a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income income, or in the total or per share amounts of consolidated [income before extraordinary items or] net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated [income before extraordinary items or] net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Xxxxx Xxxxx Company, L.P. confirming that: 1. They are independent petroleum engineers with respect to Diamondback Energy Inc. (“Diamondback”) and Windsor Permian LLC, Gulfport Energy Corporation and Windsor UT LLC (the “Companies”). Their employment by Diamondback and the Companies for work performed in connection with the Registration Statement and the reports was not on a contingent basis. At the time of preparation of each of the reports they did not have, and at the date thereof they do not have, any financial interest in Diamondback, the Companies or the properties covered by the reports. No person at their firm is connected with Diamondback or the Companies as a promoter, underwriter, voting trustee, director, officer or employee. 2. The estimates of reserves, production rates, future income and present worth of future income as of each Evaluation Date presented in or incorporated by reference in the Registration Statement correctly reflect their estimates of those quantities as presented in the reports. The computations made in connection with the proved reserves in the reports were made in accordance with the provisions of the then-applicable Rule 4-10 of Regulation S-X and Subpart 1200 of Regulation S-K promulgated by the SEC and have been prepared in a manner consistent and in compliance with the standards and definitions pertaining to the estimating and auditing of gas and oil reserves information promulgated by the SEC.

Other Information Included in the General. Disclosure Package (i) in their opinion the audited combined consolidated financial statements examined and financial statement schedules audited by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to they have read the period(sminutes of the meetings of the shareholders, Board of Trust Managers and committees of the Board of Trust Managers of the Company; (iii) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants Company Accounting Oversight Board for a review of interim financial information as described in XX 000PCAOB AU 722, Xxxxxxx Interim Financial Information, on the unaudited quarterly condensed consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and ; and, (iv) they have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such the unaudited quarterly condensed consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information regulations of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements and General Disclosure PackageSEC; and on the basis thereof, nothing came to their attention which caused them to believe that: (Aa) the unaudited condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements or and the General Disclosure Package Package, do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that Act and the related rules and regulations adopted by the SEC; and, (b) any material modifications should be made to the unaudited quarterly condensed consolidated financial statements statements, included or incorporated by reference in the Registration Statements and the General Disclosure Package, for them to be in conformity with generally accepted accounting principlesGAAP; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iiiv) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(Biv)(a) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three two business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt notes payable of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets shareholders’ equity of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure PackageRegistration Statements; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated by reference in the General Disclosure Package Registration Statements to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating incomeproperty revenues, or in the total or per share (basic and diluted) amounts of income from continuing operations attributable to common shareholders or in the total or per share (basic and diluted) amounts of net income attributable to common shareholders or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivvi) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package Package, as specified by the Manager (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and the Subsidiaries or are derived directly from such records by analysis or computation) ), with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Pursuant to Sections 4(k) and 5(g) of the Distribution Agency Agreement dated May 22, 2023 (the “Agreement”) by and among Camden Property Trust, a Texas real estate investment trust (the “Company”), Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch, [ ], solely in his capacity as [ ] of the Company, and [ ], solely in his capacity as [ ] of the Company, hereby certify on behalf of the Company as follows: (a) The representations and warranties of the Company contained in the Agreement are true and correct on and as of the Applicable Time as if made on and as of the Applicable Time, and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Agreement at or prior to the Applicable Time. (b) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, has been threatened by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or any documents incorporated by reference therein has been complied with to the reasonable satisfaction of counsel for the Manager and the Forward Purchaser. A prospectus containing the 430B Information has been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430(B)) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [Other information] The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of KPMG, LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) [and the supplementary summary unaudited financial information information] of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements [and summary of earnings] included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements [and summary of earnings] for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of consolidated net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, income or in the total or per share amounts of consolidated net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (ivii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. The aggregate number of Firm Securities. The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of BDO Sxxxxxx, LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX AX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income or in the total or per share amounts of consolidated income before extraordinary items or net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

Other Information Included in the General. Disclosure PackagePackage Applicable Price January 17, 2007 September 15, 2007 September 15, 2008 September 15, 2009 September 15, 2010 September 20, 2011 Washington Real Estate Investment Trust has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus in that registration statement and other documents Washington Real Estate Investment Trust has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, Credit Suisse will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling toll free 1-800-221-1037. (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and; (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results; and (v) based upon limited procedures set forth in detail in such letter, nothing came to their attention that caused them to believe that the unaudited pro forma consolidated financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements.

Other Information Included in the General. Disclosure PackagePackage The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Xxxxx’x, Standard and Poor’s and Fitch Ratings. Each of the security ratings above should be evaluated independently of any other security rating. (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with With respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with With respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income, income before extraordinary items or net income or in the total or per share amounts ratio of net income earnings to fixed charges of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, sales or net operating income, income consolidated net income or in the total or per share amounts ratio of net income earnings to fixed charges of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results. All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this Schedule. Credit Suisse Securities (USA) LLC, UBS Securities LLC, Xxxxxx Xxxxxx & Company, Inc., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Ladies and Gentlemen: This is with reference to the registration under the Securities Act of 1933 (the “Securities Act”) and offering of $• aggregate principal amount of •% Subordinated Notes due 2037 (the “Securities”) of Regions Financial Corporation, a Delaware corporation (the “Company”). The Registration Statement relating to the Securities (File No. 333-142839) was filed on Form S-3 in accordance with procedures of the Securities and Exchange Commission (the “Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment, document incorporated by reference therein or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Securities have been offered by the Prospectus, dated May 11, 2007 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated December •, 2007 (the “Prospectus Supplement”). The Basic Prospectus, as supplemented by the Prospectus Supplement, does not necessarily contain a current description of the Company’s business and affairs since, pursuant to Form S-3, it incorporates by reference certain documents filed with the Commission that contain information as of various dates. As counsel to the Company, we reviewed the Registration Statement, the Basic Prospectus, the Prospectus Supplement and the documents listed in Schedule A (those listed documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package”), and participated in discussions with your representatives and those of the Company and its accountants. Between the date of the Prospectus Supplement and the time of delivery of this letter, we participated in further discussions with your representatives and those of the Company and its accountants, concerning certain matters relating to the Company and reviewed certificates of certain officers of the Company and letters addressed to you from the Company’s accountants. On the basis of the information that we gained in the course of the performance of the services referred to above, considered in the light of our understanding of the applicable law (including the requirements of Form S-3 and the character of prospectus contemplated thereby) and the experience we have gained through our practice under the Securities Act, we confirm to you that, in our opinion, the Registration Statement, as of its effective date, and the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement, appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Securities, to the requirements of the Securities Act, the Trust Indenture Act of 1939 and the applicable rules and regulations of the Commission thereunder. Further, nothing that came to our attention in the course of such review has caused us to believe that, insofar as relevant to the offering of the Securities, (a) the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Pricing Disclosure Package, as of •:• P.M. on December •, 2007 (which you have informed us is prior to the time of the first sale of the Securities by any Underwriter), contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We also advise you that nothing that came to our attention in the course of the procedures described in the second sentence of this paragraph has caused us to believe that the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the time of delivery of this letter, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Pricing Disclosure Package, except for those made under the captions “Description of Notes” and “Underwriting” in the Prospectus Supplement insofar as they relate to provisions of the Underwriting Agreement between the Company and the Underwriters, the Securities and the Indenture under which the Securities are being issued described therein. Also, we do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Pricing Disclosure Package, or as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Pricing Disclosure Package, or as to the statement of the eligibility of the Trustee under the Indenture under which the Securities are being issued. This letter is furnished by us, as counsel to the Company, to you, as Representatives of the Underwriters, solely for the benefit of the Underwriters in their capacity as such, and may not be relied upon by any other person. This letter may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. 1. Preliminary Prospectus Supplement, dated December •, 2007

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. The Underwriter shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that Ernst & Young LLP is a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that: (i) in their opinion the audited combined consolidated financial statements and schedules examined by them and included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws; (ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included or incorporated by reference in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in XX 000, Xxxxxxx Financial Information, on the unaudited quarterly consolidated financial statements (including the notes noted thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statements Statement and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company and its consolidated subsidiaries made available by the Company and the minutes of the meetings of the stockholdersshareholders, Board of Directors Trustees and committees of the Board of Directors Trustees of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statements Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included or incorporated by reference in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles; (B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the Registration Statements or incorporated by reference in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included or incorporated by reference in the General Disclosure Package for such entities to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net salesreal estate rental revenue, net operating income or in the total or net income per share amounts of net income of the CompanyCompany and its consolidated subsidiaries, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; (iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the CompanyCompany and its consolidated subsidiaries, or any change in stockholdersshareholders’ equity or the consolidated capital stock of the Company and its consolidated subsidiaries or any decreases in the net current assets or net assets of the CompanyCompany and its consolidated subsidiaries, as compared with the amounts shown on the most recent balance sheet for the Company such entities included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company such entities included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net salesreal estate rental revenue, net operating income, income or in the total or net income per share amounts of net income of the Company and its consolidated subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and; (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration StatementsStatement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results; and (v) based upon limited procedures set forth in detail in such letter, nothing came to their attention that caused them to believe that the unaudited pro forma consolidated financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements.