<SEC-DOCUMENT>0001193125-14-192391.txt : 20140509
<SEC-HEADER>0001193125-14-192391.hdr.sgml : 20140509
<ACCEPTANCE-DATETIME>20140509155637
ACCESSION NUMBER:		0001193125-14-192391
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20140505
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20140509
DATE AS OF CHANGE:		20140509

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL RETAIL PROPERTIES, INC.
		CENTRAL INDEX KEY:			0000751364
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				561431377
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11290
		FILM NUMBER:		14828938

	BUSINESS ADDRESS:	
		STREET 1:		450 S ORANGE AVE
		STREET 2:		SUITE 900
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32801
		BUSINESS PHONE:		407-666-7348

	MAIL ADDRESS:	
		STREET 1:		450 SOUTH ORANGE AVE
		STREET 2:		SUITE 900
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32801

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMMERCIAL NET LEASE REALTY INC
		DATE OF NAME CHANGE:	19930510

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CNL REALTY INVESTORS INC /DE/
		DATE OF NAME CHANGE:	19930429

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CNL REALTY INVESTORS INC
		DATE OF NAME CHANGE:	19920831
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d721764d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) of </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>The Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): May&nbsp;5, 2014 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>NATIONAL RETAIL PROPERTIES, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Maryland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-11290</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>56-1431377</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>450 South Orange Avenue</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Suite 900</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Orlando,
Florida</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>32801</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code (407)&nbsp;265-7348 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
name or former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;8.01. Other Events. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On May&nbsp;5, 2014, National Retail Properties, Inc. (the &#147;Company&#148;) announced the pricing of an underwritten public offering of
$350.0 million aggregate principal amount of 3.90% Notes due 2024 (the &#147;Notes&#148;) pursuant to an underwriting agreement, dated May&nbsp;5, 2014 (the &#147;Underwriting Agreement&#148;), among the Company and Wells Fargo Securities, LLC,
Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. The Notes will be governed by the Indenture dated as of March&nbsp;25, 1998 (the
&#147;Original Indenture&#148;) between the Company and U.S. Bank National Association, as trustee (the &#147;Trustee&#148;), which will be supplemented by a thirteenth supplemental indenture (the &#147;Supplemental Indenture,&#148; and together
with the original Indenture, the &#147;Indenture&#148;). The offering is expected to close on May&nbsp;14, 2014, subject to the satisfaction of customary closing conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The net proceeds from the offering are expected to be approximately $346.2 million. The Company intends to use the net proceeds from the
offering to repay outstanding indebtedness under its credit facility, to fund future property acquisitions and for general corporate purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Notes are registered under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), pursuant to the Registration Statement
on Form S-3 (File No. 333-179696) (the &#147;Registration Statement&#148;), filed by the Company with the Securities and Exchange Commission (the &#147;SEC&#148;) on February 24, 2012. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Notes are senior unsecured obligations of the Company, mature on June 15, 2024 and rank equally with all of the Company&#146;s other
existing and future senior unsecured indebtedness. The Notes bear interest at 3.90% per annum. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2014. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing summaries of the of the Underwriting Agreement, Notes and the Indenture in this Current Report on Form 8-K do not purport to be
complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K; the prospectus contained in the Registration Statement, as amended and supplemented
by the Prospectus Supplement dated May 5, 2014, relating to the offer and sale of the Notes, filed on May 6, 2012 pursuant to Rule 424(b)(5) under the Securities Act; the Original Indenture, which was filed as Exhibit 4.1 to the Company&#146;s
Current Report on Form&nbsp;8-K filed on March 20, 1998; the Supplemental Indenture, which will be filed as an exhibit to a Current Report on Form 8-K within four Business Days of the closing of the offering. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Forward-Looking Statements: </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Statements in this
current report that are not strictly historical are &#147;forward-looking&#148; statements. Forward-looking statements involve known and unknown risks, which may cause the Company&#146;s actual future results to differ materially from expected
results.&nbsp;For example, the fact that the offering has priced may imply that the offering will close, but the closing is subject to conditions customary in transactions of this type and may be delayed or may not occur at all.&nbsp;Additional
risks and information concerning those and other factors that could cause actual results to differ materially from those forward-looking statements are contained from time to time in the Company&#146;s other Securities and Exchange Commission
(&#147;SEC&#148;) filings, including, but not limited to, the Company&#146;s Annual Report on Form 10-K.&nbsp;Copies of such filings may be obtained from the Company or the SEC.&nbsp;Such forward-looking statements should be regarded solely as
reflections of the Company&#146;s current operating plans, intentions, expectations and estimates. Actual outcomes and operating results may differ, in same cases materially, from what is expressed or forecast in this current report.&nbsp;The
Company undertakes no obligation to publicly release or update the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made. </I></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01. Financial Statements and Exhibits. </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top">Exhibits. </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" NOWRAP>1.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Underwriting Agreement, dated May&nbsp;5, 2014, among the Company and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several
underwriters named therein.</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">NATIONAL RETAIL PROPERTIES, INC.</TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;/s/ Kevin B. Habicht</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Executive Vice President,</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Chief Financial Officer,</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Assistant Secretary and Treasurer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated: May&nbsp;9, 2014 </P>
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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>d721764dex11.htm
<DESCRIPTION>EX-1.1
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<HTML><HEAD>
<TITLE>EX-1.1</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">NATIONAL RETAIL PROPERTIES, INC. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">$350,000,0000 </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3.90% Notes due 2024
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">UNDERWRITING AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">May&nbsp;5, 2014 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">WELLS FARGO SECURITIES, LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">550 South Tryon Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Charlotte, North Carolina 28202 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">MERRILL LYNCH, PIERCE, FENNER&nbsp;&amp; SMITH </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INCORPORATED </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">One Bryant Park </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; text-indent:-7%; font-size:10pt; font-family:Times New Roman">U.S. BANCORP INVESTMENTS, INC. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">214 N. Tryon St. 26<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">EX-NC-WSTC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Charlottle, NC 28202 </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">As the Representatives of the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">several Underwriters named in <U>Schedule&nbsp;I</U> hereto </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>National Retail
Properties, Inc., a Maryland corporation (the &#147;<B>Company</B>&#148;), proposes to issue and sell to the several Underwriters named on <U>Schedule&nbsp;I</U> hereto (the &#147;<B>Underwriters</B>&#148;), for whom you are acting as
Representatives (the &#147;<B>Representatives</B>&#148;), an aggregate principal amount of $350,000,000 3.90% Notes due 2024 (the &#147;<B>Securities</B>&#148;), to be issued under an indenture (as the same has been and may be amended and
supplemented, the &#147;<B>Indenture</B>&#148;) dated as of March&nbsp;25, 1998, as amended and supplemented by a Thirteenth Supplemental Indenture (the &#147;<B>Thirteenth Supplemental Indenture</B>&#148;) to be dated as of May&nbsp;14, 2014,
between the Company and U.S. Bank National Association, as successor trustee (the &#147;<B>Trustee</B>&#148;)<B>. </B>The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in
<U>Schedule&nbsp;I</U> hereto. <B> </B></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As the Representatives, you have advised the Company (a)&nbsp;that you are authorized to enter
into this underwriting agreement (the &#147;<B>Agreement</B>&#148;) on behalf of the several Underwriters, and (b)&nbsp;that the several Underwriters are willing, acting severally and not jointly, to purchase the principal amount of Securities set
forth opposite their names in <U>Schedule&nbsp;I</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company wishes to confirm as follows its agreement with you in connection with
the purchase of the Securities by the several Underwriters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Registration Statement and Prospectus</U>. The Company has prepared and
filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the
&#147;<B>Act</B>&#148;), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-179696) under the Act (&#147;<B>Registration Statement 333-179696</B>&#148;), which registration statement included a combined
prospectus dated February&nbsp;24, 2012 (the &#147;<B>Basic Prospectus</B>&#148;), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and has filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the &#147;<B>Prospectus Supplement</B>&#148;) specifically relating to the Securities and the plan of
distribution thereof pursuant to Rule 424. Registration Statement 333-179696, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement
333-179696, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an &#147;<B>Effective Date</B>&#148;), including all documents filed as part thereof and
including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the &#147;<B>Registration
Statement</B>,&#148; and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is herein called the &#147;<B>Prospectus</B>&#148;;
and the term &#147;<B>Preliminary Prospectus</B>&#148; means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that
this Agreement is executed and delivered by the parties hereto as set forth on <U>Schedule II</U> hereto (the &#147;<B>Execution Time</B>&#148;) is hereafter called the &#147;<B>Pricing Prospectus</B>,&#148; and any &#147;issuer free writing
prospectus&#148; (as defined in Rule 433) relating to the Securities is hereafter called an &#147;<B>Issuer Free Writing Prospectus</B>.&#148; The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto
or in the form previously provided to the Representatives on the date hereof and listed in <U>Schedule II</U> hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined
below), if any, and the information listed in <U>Schedule II</U> hereto is hereafter called the &#147;<B>Disclosure Package</B>.&#148; Any reference in this Agreement to the Registration Statement, the Disclosure Package, the Prospectus or any
amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3 under the Act (the &#147;<B>Incorporated Documents</B>&#148;), as of each Effective Date or
the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the
Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All references in this Agreement to financial statements and schedules and
other information which is &#147;contained,&#148; &#147;included,&#148; &#147;stated&#148; or &#147;described&#148; in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder (the &#147;<B>Exchange Act</B>&#148;), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Agreement to Sell and Purchase</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis
of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
99.148% of the principal amount thereof, plus accrued interest, if any, from May&nbsp;14, 2014, to the Closing Date (as defined in herein), the principal amount of Securities set forth opposite their respective names on <U>Schedule&nbsp;I</U> to
this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Offering by Underwriters</U>. It is understood that the several Underwriters propose to offer the Securities for
sale to the public as soon after this Agreement has become effective as in their judgment is advisable and initially to offer the Securities upon the terms set forth in the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Underwriter, severally and not jointly, represents and agrees that, unless it has or shall have obtained, as the case may be, the prior
written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the
Company with the Commission or retained by the Company under Rule 433, other than the Free Writing Prospectus, if any, containing the information contained in the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereto;
<U>provided</U> that the prior written consent of the parties hereto shall be deemed to have been given in respect of any Free Writing Prospectuses included in <U>Schedule II</U> hereto and any electronic road show. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Delivery of the Securities and Payment Therefor</U>. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York
City time, on May&nbsp;14, 2014, or at such time on such later date not more than five (5)&nbsp;Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the
Representatives and the Company (such date and time of delivery and payment </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
for the Securities being herein called the &#147;<B>Closing Date</B>&#148;) (or at such other time on the same or on such other date, in any event not later than the third Business Day
thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Securities shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in
same-day funds to an account specified by the Company. The Securities will be delivered to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (&#147;<B>DTC</B>&#148;).
The Securities shall be global notes registered in the name of Cede&nbsp;&amp; Co., as nominee for DTC. The interests of beneficial owners of the Securities will be represented by book entries on the records of DTC and participating members thereof.
The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Securities will be made available for inspection by the Representatives at the offices of Pillsbury Winthrop Shaw Pittman LLP,
New York, New York, not later than 1:00 p.m., New York City time on the Business Day before the Closing Date, or such other date, time and place as the Representatives and the Company may agree.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Agreements of the Company</U>. The Company agrees with the Underwriters as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to
be declared or to become effective before the offering of the Securities may commence, the Company will use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representatives promptly
and, if requested by the Representatives, will confirm such advice in writing, immediately after such post-effective amendment has become effective. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would (x)&nbsp;include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not
misleading or (y)&nbsp;conflict with the information contained in the Registration Statement, the Company will (i)&nbsp;notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;
(ii)&nbsp;amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii)&nbsp;supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing:
(i)&nbsp;of any review, issuance of comments, or request by the Commission or its staff on or for an amendment of or a supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information regarding the
Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (ii)&nbsp;of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose or any examination pursuant
to Section&nbsp;8(e) of the Act relating to the Registration </P>
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Statement or Section&nbsp;8A of the Act in connection with the offering of the Securities; (iii)&nbsp;of the receipt by the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv)&nbsp;within the period of time referred to in the first sentence in subsection (f)&nbsp;below, of any change
in the Company&#146;s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which results in any statement of a material fact made in the Registration Statement or the
Prospectus (as then amended or supplemented) being untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the
Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Company will furnish to the Representatives and counsel to the Representatives, without charge: (i)&nbsp;ten (10)&nbsp;signed copies
of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii)&nbsp;such number of conformed copies of the Registration
Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request; (iii)&nbsp;such number of copies of the Incorporated Documents, without exhibits, as the Representatives may request; and
(iv)&nbsp;ten (10)&nbsp;copies of the exhibits to the Incorporated Documents. The Company will pay all of the expenses of printing or other production of all documents relating to the offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to
the end of the period of time referred to in the first sentence in subsection (f)&nbsp;below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have been advised or to which,
after the Representatives shall have received a copy of the document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will give the Representatives notice of its intention
to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion
of counsel for the Underwriters a prospectus is required by the Act to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales by the Underwriters or any dealer (including circumstances where
such requirement may be satisfied pursuant to Rule 172), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act and the Company will expeditiously deliver to the Underwriters and each dealer, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without charge, as many copies of the Prospectus (and of any amendment or supplement thereto), any Preliminary Prospectus and any Issuer Free Writing Prospectus as the Representatives may
request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Securities are offered by
the several Underwriters and by all dealers to whom Securities may be sold, both in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus is required by the Act to be delivered (or in lieu
thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales by any Underwriters or dealers. If during such period of time: (i)&nbsp;any event shall occur as a result of which, in the judgment of the Company, or in the
opinion of counsel for the Underwriters, the Prospectus as supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading; or (ii)&nbsp;if it is necessary to supplement the Prospectus or amend the Registration Statement (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated
Document) in order to comply with the Act, the Exchange Act or any other law, the Company will promptly notify the Representatives of such event and forthwith prepare and, subject to the provisions of paragraph (e)&nbsp;above, file with the
Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and the Representatives agree that
the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Company will: (i)&nbsp;cooperate with the Underwriters and with counsel for the Underwriters in connection with the registration or
qualification of the Securities for offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Underwriters may designate; (ii)&nbsp;maintain such qualifications in effect so long as
required for the distribution of the Securities; (iii)&nbsp;pay any fee of the Financial Industry Regulatory Authority, Inc., in connection with its review of the offering; and (iv)&nbsp;file such consents to service of process or other documents
necessary or appropriate in order to effect such registration or qualification; <U>provided</U> that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action
which would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, it has not made and will
not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company
under Rule 433, other than the Free Writing Prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereto; <U>provided</U> that the prior written consent of the parties hereto shall
be deemed to have been given in respect of the Free Writing Prospectuses included in <U>Schedule&nbsp;II</U> hereto and any electronic road show. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter
referred to as a &#147;<B>Permitted Free Writing Prospectus</B>.<B></B>&#148; The Company agrees that (x)&nbsp;it has treated and will treat, as the case may be, each Permitted Free </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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Writing Prospectus as an Issuer Free Writing Prospectus and (y)&nbsp;it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) The Company will
make generally available to its security holders and to the Representatives a consolidated earnings statement, which need not be audited, covering a <FONT STYLE="white-space:nowrap">12-month</FONT> period commencing after the effective date of this
Agreement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section&nbsp;11(a) of the Act and Rule 158 under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) During the period commencing on the date hereof and ending on the date occurring three (3)&nbsp;years hereafter, the Company will furnish
to the Representatives: (i)&nbsp;as soon as available, if requested, a copy of each report of the Company mailed to stockholders or filed with the Commission; and (ii)&nbsp;from time to time such other information concerning the Company as the
Representatives may reasonably request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) If this Agreement shall terminate or shall be terminated after execution pursuant to any
provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall
reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) The Company will apply the net proceeds from the sale of the Securities substantially in accordance with the description set forth in the
Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) If Rule 430A, 430B or 430C of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b)
under the Act and will advise the Underwriters of the time and manner of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(n) The Company has not taken, nor will it take,
directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or
resale of the Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(o) The Company will comply and will use its best efforts to cause its tenants to comply in all material
respects with all applicable Environmental Laws (as hereinafter defined). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(p) The Company will use its best efforts to continue to
qualify as a real estate investment trust (a &#147;<B>REIT</B>&#148;) under the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries)
comply with all applicable laws and regulations necessary to maintain a status as a REIT or a &#147;qualified REIT subsidiary&#148; under the Code. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(q) The Company will use all reasonable best efforts to do or perform all things required to be
done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the Securities pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(r) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose
of or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section&nbsp;16 of the Exchange Act on, any debt securities or guarantees thereon (other than the Securities) or publicly announce an
intention to effect any such transaction, until the Closing Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(s) The Company will comply with all applicable securities and other
applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act of 2002 (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), and will use its best efforts to cause the Company&#146;s directors and officers, in their capacities
as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(t)
Unless requested otherwise by the Representatives, the Company will prepare a final term sheet, containing solely a description of the final terms of the Securities and the offering thereof, in the form attached hereto or as previously provided to,
and approved by the Representatives and will file such final term sheet with the Commission as soon as practical after the Execution Time. The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 under the
Act and will pay any required registration fee for this offering pursuant to Rule 456(b)(1) under the Act within the time period required by such rule (without regard to the proviso therein relating to the four (4)&nbsp;Business Days extension to
the payment deadline) and in any event prior to the Closing Date. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance
with Rule 433(g) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Representations and Warranties of the Company</U>. The Company hereby represents and warrants to
each of the Underwriters: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Basic Prospectus and each Preliminary Prospectus, if any, included as part of the Registration
Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) The Company and the transactions contemplated by this Agreement meet all of the requirements for using Form S-3 under the Act pursuant to
the standards for such form in effect currently and immediately prior to October&nbsp;21, 1992. The Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. No stop order suspending
the effectiveness of the Registration Statement is in effect, and </P>
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no proceedings or examination under Section&nbsp;8(d) or 8(e) of the Act are pending before or, to the best of the Company&#146;s knowledge, threatened by the Commission. The Company is not the
subject of a pending proceeding under Section&nbsp;8A of the Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material
respects with such Rule. The Registration Statement, in the form in which it became effective, and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Preliminary Prospectus and the Prospectus and
any supplement or amendment thereto, each when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act, the Exchange Act and the Trust Indenture Act of 1939, as
amended, and the rules and regulations promulgated thereunder (the &#147;<B>Trust Indenture Act</B>&#148;). The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Act objecting to the use of the automatic shelf
registration statement form. On each Effective Date and at the Execution Time, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements made therein not misleading. As of its date, the date of any filing pursuant to Rule&nbsp;424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the date that the Registration Statement, any post-effective amendment or amendments
thereto became or will become effective and on the Closing Date, the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder. The Indenture has been qualified under
the Trust Indenture Act. The representation and warranty contained in this Section&nbsp;6(b) does not apply to (i)&nbsp;that part of the registration statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii)&nbsp;statements in or omissions from the Registration Statement, the Disclosure Package or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished
to the Company in writing by or on behalf of the Underwriters expressly for use therein. As of the date hereof, all exhibits required to be filed with the Commission pursuant to Item&nbsp;601 of Regulation S-K have been so filed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) (i) The Disclosure Package, and (ii)&nbsp;each electronic road show, if any, when taken together as a whole with the Disclosure Package,
did not at the Execution Time, and will not on the Closing Date, contain any untrue statement of a material fact or omit 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by
or on behalf of the Underwriters expressly for use therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) (i) At the time of filing the Registration Statement, (ii)&nbsp;at the
time of the most recent amendment thereto for the purposes of complying with Section&nbsp;10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or
form of prospectus), (iii)&nbsp;at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and
(iv)&nbsp;at the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a &#147;well-known seasoned issuer&#148; as
defined in Rule 405. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering
participant made a <I>bona fide</I> offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii)&nbsp;as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and
is not an &#147;Ineligible Issuer&#148; (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an &#147;Ineligible Issuer.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) Each Issuer Free Writing Prospectus (including, without limitation, any electronic or other road show that is a free writing prospectus
under Rule 433) and the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereof does not include any information that conflicts with the information contained in the Registration Statement, including any Incorporated Document by
reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in
conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter
consists of the information described as such in Section&nbsp;12 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Incorporated Documents heretofore filed, when they were
filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. The
Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Execution Time. No such document when it was filed (or, if an amendment with respect to any such document was filed, when such
amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were
made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) The Securities have been duly and validly authorized and, when executed and authenticated by the Trustee in
accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued pursuant to the Indenture, will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture and will conform in all material respects to the description of the Securities contained in the Registration Statement, Disclosure Package and
the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or
supplement thereto), there are no persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration
Statement or otherwise registered by the Company under the Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) Each of the Company and each of its subsidiaries is a corporation, limited liability company,
partnership or trust, as applicable, duly organized, validly existing and in good standing under the laws of the state of its formation, as set forth on <U>Schedule&nbsp;III</U> hereto, with full corporate, limited liability company, partnership or
trust power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and each is duly registered and qualified to
conduct its business, and is in good standing, in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not
have a material adverse effect on the condition (financial or other), prospects, earnings, business, properties, net worth or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the
ordinary course of business (&#147;<B>Material Adverse Effect</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) Neither the Company nor any of its subsidiaries does any
business in Cuba. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) The Company has no subsidiaries or joint ventures other than as set forth on <U>Schedule&nbsp;III</U> hereto, and
does not control, directly or indirectly, any other corporation, partnership, joint venture, association or other business association. The issued shares of capital stock of each of the Company&#146;s subsidiaries have been duly authorized and
validly issued, are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and are owned legally and beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) There are no legal or governmental actions, suits or proceedings pending or, to the knowledge of the Company, threatened, against the
Company or any of its subsidiaries, or to which the Company or any properties of the Company or any of its subsidiaries is subject, that (A)&nbsp;are required to be described in the Registration Statement or the Prospectus but are not described as
required; (B)&nbsp;could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby; or (C)&nbsp;could reasonably be expected to have a Material
Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). There are no statutes, regulations, capital expenditures, off-balance sheet transactions, contingencies or
agreements, contracts, indentures, leases or other instruments or documents of a character that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as an exhibit to the
Registration Statement or any Incorporated Document that are not described, filed or incorporated as required by the Act or the Exchange Act (and the Pricing Prospectus contains in all material respects the same description of the foregoing matters
contained in the Prospectus). The statements in the Basic Prospectus under the heading &#147;Material Federal Income Tax Considerations&#148; and in the Disclosure Package, the Preliminary Prospectus and the Prospectus Supplement under the heading
&#147;Additional Material Federal Income Tax Considerations&#148; fairly summarize the matters therein described. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries is: (A)&nbsp;in violation of (i)&nbsp;its
respective articles of incorporation or by-laws, (ii)&nbsp;any law, ordinance, administrative or governmental rule or regulation applicable to the Company or its subsidiaries, which violation would have a Material Adverse Effect, or (iii)&nbsp;any
decree of any court or governmental agency or body having jurisdiction over the Company or its subsidiaries; or (B)&nbsp;in default in any material respect in the performance of any obligation, agreement, condition or covenant (financial or
otherwise) contained in any bond, debenture, note or any other evidence of indebtedness or in any material agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or its
subsidiaries or any of their respective properties may be bound, and no such default is foreseeable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(o) (A)&nbsp;As of March&nbsp;31,
2014, the Company owns, either directly or through investment interests, 1,903 properties (the &#147;<B>Properties</B>&#148;). To the best of the Company&#146;s knowledge, neither the Company nor any of its subsidiaries is in violation of any
municipal, state or federal law, rule or regulation concerning any of their Properties, which violation would have a Material Adverse Effect; (B)&nbsp;to the best of the Company&#146;s knowledge, each of the Properties complies with all applicable
zoning laws, ordinances and regulations in all material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of such Properties and will not result in a forfeiture or reversion of
title thereof; (C)&nbsp;neither the Company nor any of its subsidiaries has received from any governmental authority any written notice of any condemnation of, or zoning change affecting any of, the Properties, and the Company does not know of any
such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; (D)&nbsp;the leases under which the Company leases the Properties as lessor (the &#147;<B>Leases</B>&#148;) are in full force and
effect and have been entered into in the ordinary course of business of the Company; (E)&nbsp;the Company and each of its subsidiaries has complied with its respective obligations under the Leases in all material respects and the Company does not
know of any default by any other party to the Leases which, alone or together with other such defaults, would have a Material Adverse Effect; and (F)&nbsp;all liens, charges, encumbrances, claims or restrictions on or affecting the Properties and
assets (including the Properties) of the Company and its subsidiaries that are required to be disclosed in the Prospectus are disclosed therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(p) Neither the issuance and sale of the Securities, the execution, delivery or performance of this Agreement by the Company, nor the
consummation by the Company of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities), nor the fulfillment of the terms hereof or of the Indenture: (A)&nbsp;requires any consent, approval,
authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the Act
and compliance with the securities or blue sky laws of various jurisdictions), or conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation or by-laws of the Company
or any of its subsidiaries; or (B)&nbsp;conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party
or by which the Company or any properties of the Company or any of its subsidiaries may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its
subsidiaries or any properties of the Company or any of its subsidiaries, or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any agreement or
instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound, or to which any property or assets of the Company or any of its subsidiaries is subject. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(q) To the Company&#146;s knowledge, Ernst&nbsp;&amp; Young LLP, who has audited and certified certain financial statements and schedules
included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (or any amendment or supplement thereto), is and was, during the periods covered by the financial statements on which the Company
reported, an independent registered public accounting firm with respect to the Company as required by the Act and the Exchange Act and the applicable published rules and regulations thereunder and by the Public Company Accounting Oversight Board.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(r) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration
Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its
subsidiaries on the basis stated in the Registration Statement, the Pricing Prospectus and the Prospectus and the Incorporated Documents at the respective dates or for the respective periods to which they apply. Such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. The other financial and statistical information and data included or
incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and
records of the Company and its subsidiaries. The pro forma financial statements and other pro forma financial information included, or incorporated by reference in, the Registration Statement, the Pricing Prospectus and the Prospectus include
assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro
forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Prospectus, the Pricing Prospectus and the Registration Statement. The pro
forma financial statements included in the Prospectus, the Pricing Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act and the pro forma
adjustments have been properly applied to the historical amounts in the compilation of those statements. The Company has filed with the Commission all financial statements, together with related schedules and notes, required to be filed pursuant to
Regulation S-X under the Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(s) The Company
has the corporate power to issue, sell and deliver the Securities as provided herein; the execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the Indenture (including the Thirteenth
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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Supplemental Indenture thereto) have been duly and validly authorized by the Company, and this Agreement and the Indenture (including the Thirteenth Supplemental Indenture thereto) have been duly
executed and delivered by the Company and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors&#146; rights generally and by general principles of equity and to the extent that rights to indemnity and contribution hereunder may be limited by federal or state securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(t) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto),
subsequent to the respective dates as of which such information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), neither the Company nor any of its subsidiaries has incurred
any liability or obligation (financial or other), direct or contingent, or entered into any transaction (including any off-balance sheet activities or transactions), not in the ordinary course of business, that is material to the Company and its
subsidiaries, and there has not been any material change in the capital stock, or material increase in the short-term debt or long-term debt (including any off-balance sheet activities or transactions), of either the Company or its subsidiaries, or
any material adverse change, or any development involving or which may reasonably be expected to involve, a prospective material adverse change, in the condition (financial or other), business, prospects, net worth or results of operations of either
the Company or its subsidiaries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries has good and marketable title to all property (real and
personal) described in the Disclosure Package and the Prospectus as being owned by each of them (including the Properties), free and clear of all liens, claims, security interests or other encumbrances that would materially and adversely affect the
value thereof or materially interfere with the use made or presently contemplated to be made thereof by them as described in the Prospectus, except such as are described in the Registration Statement, the Disclosure Package and the Prospectus, or in
any document filed as an exhibit to the Registration Statement, and each property described in the Disclosure Package and the Prospectus as being held under lease by the Company or any of its subsidiaries is held by it under a valid, subsisting and
enforceable lease. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) The &#147;significant subsidiaries&#148; of the Company as defined in Section&nbsp;1-02(w) of Regulation S-X are
set forth in <U>Schedule&nbsp;III</U> hereto (the &#147;<B>Significant Subsidiaries</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(w) The Company has not distributed and,
prior to the later to occur of (x)&nbsp;the Closing Date and (y)&nbsp;completion of the distribution of the Securities, will not distribute, any offering material in connection with the offering and sale of the Securities other than the Registration
Statement, the Disclosure Package or the Prospectus. The Company has not, directly or indirectly: (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; or (ii)&nbsp;since the filing of the Registration Statement (A)&nbsp;sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Securities or (B)&nbsp;paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(x) The Company and each of its subsidiaries possess all certificates, permits, licenses,
franchises and authorizations of governmental or regulatory authorities (the &#147;<B>permits</B>&#148;) as are necessary to own their respective properties and to conduct their respective businesses in the manner described in the Disclosure Package
and the Prospectus, where such failure to possess could have a Material Adverse Effect, subject to such qualifications as may be set forth in the Disclosure Package and the Prospectus. The Company and each of its subsidiaries has fulfilled and
performed all of their respective obligations with respect to such permits, except for any failure to so fulfill or perform as would not reasonably be expected to have a Material Adverse Effect, and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof or which would result in any other material impairment of the rights of the holder of any such permit, subject in each case to such qualification as may be set forth in the
Disclosure Package and the Prospectus, and except for any such event as would not reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, exclusive of any supplement thereto,
neither the revocation or modification of any permit singly or in the aggregate, nor the announcement of an unfavorable decision, ruling or finding with respect to any permit, would have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(y) The Company and each of its subsidiaries have established and maintain disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission&#146;s rules and forms and is accumulated and communicated to the Company&#146;s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure; and the Company and each of its subsidiaries maintain a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i)&nbsp;pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each of its subsidiaries, (ii)&nbsp;provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company and each of its subsidiaries are being made only in accordance with the authorization of management, and
(iii)&nbsp;provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company&#146;s disclosure controls and
procedures have been evaluated for effectiveness as of the end of the period covered by the Company&#146;s most recently filed periodic report on Form 10-Q or 10-K, as the case may be, which precedes the date of the Prospectus and were effective in
all material respects to perform the functions for which they were established. Based on the most recent evaluation of its internal control over financial reporting, the Company was not aware of (i)&nbsp;any material weaknesses in the design or
operation of internal control over financial reporting or (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal control over financial reporting. There
has been no change in the Company&#146;s internal control over financial reporting that has occurred during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company&#146;s
internal control over financial reporting. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(z) There is and has been no failure on the part of the Company and any of the Company&#146;s
directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, including, without limitation, Section&nbsp;402 related to loans to
insiders and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(aa) To the Company&#146;s knowledge, neither the Company and its
subsidiaries nor any employee or agent of the Company and its subsidiaries has made any payment of funds of the Company or its subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the Disclosure Package or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(bb) Neither the Company nor
any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation
by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the &#147;<B>FCPA</B>&#148;), including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any &#147;foreign official&#148;
(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, its
affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(cc) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the &#147;<B>Money Laundering Laws</B>&#148;) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the
Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(dd) Neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (&#147;<B>OFAC</B>&#148;); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person
or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ee) No labor problem or dispute with the employees of the Company and/or any of its subsidiaries
or any of the Company&#146;s or its subsidiaries&#146; principal suppliers, contractors or customers, exists, is threatened or imminent that could result in a Material Adverse Effect. To the Company&#146;s knowledge, no labor problem or dispute with
the Company&#146;s or its subsidiaries&#146; tenants exists, is threatened or imminent that could result in a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ff) The Company has filed all foreign, federal, state and local tax returns that are required to be filed, which returns are complete and
correct, or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect, except as set forth in the Disclosure Package and the Prospectus) and has paid all taxes required to be paid
by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a
material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(gg) No holder of any security of the
Company has any right to require registration of the Securities or any other security of the Company because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement, which right has not been
waived in connection with the transactions contemplated by this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(hh) The Company and its subsidiaries own or possess all
patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights described in the Disclosure Package and the Prospectus as being owned by them or
necessary for the conduct of their respective businesses. The Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and its subsidiaries with respect to the foregoing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) The Company is not now, and after sale of the Securities to be sold by the Company hereunder and the application of the net proceeds from
such sale as described in the Pricing Prospectus and the Prospectus under the caption &#147;Use of Proceeds,&#148; will not be, an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(jj) (i) To the best of the Company&#146;s knowledge, the Company, its subsidiaries, the Properties and the operations conducted thereon
comply and heretofore have complied with all applicable Environmental Laws, and no expenditures are required or advisable to maintain or achieve such compliance, except as disclosed in environmental site assessment reports obtained by the Company on
or before the date hereof relating to any of the Properties and in the written summary maintained by the Company of the status of ongoing environmental projects at Properties, each of which have been directly provided to the Underwriters or their
counsel (collectively, the &#147;<B>Environmental Reports</B>&#148;) and except for those circumstances that have not had and are not expected to have, singly or in the aggregate, a Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(ii) Neither the Company nor any of its subsidiaries has at any time and, to the best of the
Company&#146;s knowledge, no other party has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or leach, or be pumped, poured, emitted, emptied,
discharged, injected, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as defined below) on, to, under or from the Properties, except as disclosed in Environmental Reports and except for those circumstances that have
not had and are not expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries intends to use the Properties or any subsequently acquired properties for the purpose of handling, burying, storing, retaining, refining,
transporting, processing, manufacturing, generating, producing, releasing, depositing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or
dealing with Hazardous Materials; <U>provided</U>, <U>however</U>, the tenants of the Company may use Properties for their intended purpose, which may involve the handling, storing, pumping and transporting of Hazardous Materials. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(iii) To the best of the Company&#146;s knowledge, no seepage, leak, escape, leach, discharge, injection, release, emission, spill, pumping,
pouring, emptying or dumping of Hazardous Materials into any surface water, groundwater, land surface, subsurface strata, air or other media on or adjacent to the Properties has occurred, is occurring or is reasonably expected to occur, except as is
disclosed in the Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(iv)
Neither the Company nor any of its subsidiaries has received notice from any Governmental Authority or other person of, or has knowledge of, any occurrence or circumstance which, with notice, passage of time, or failure to act, would give rise to
any claim under or pursuant to any Environmental Law or under common law pertaining to Hazardous Materials on or originating from the existing Properties or any act or omission of any party with respect to the existing Properties, except as
disclosed in the Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(v) To
the best of the Company&#146;s knowledge, none of the Properties is included or proposed for inclusion on any federal, state, or local lists of sites which require or might require environmental cleanup, including, but not limited to, the National
Priorities List or CERCLIS List issued pursuant to CERCLA (as defined below) and the RCRA CORRACTS issued pursuant to RCRA (as defined below) by the United States Environmental Protection Agency or any analogous state list, except as is disclosed in
the Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(vi) In the ordinary
course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any
permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities are not
expected to, singly or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">As used herein, &#147;<B>Hazardous Material</B>&#148; shall include, without limitation, any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos in any form that is or could become friable, polychlorinated biphenyls, radon gas, petroleum products and by-products, off-specification commercial
chemical product, lead based paint, mold, pollutant, contaminant, and substances defined or listed as &#147;hazardous substances,&#148; &#147;toxic substances,&#148; &#147;hazardous waste,&#148; &#147;restricted hazardous waste,&#148;
&#147;extremely hazardous waste,&#148; &#147;hazardous constituent,&#148; &#147;special waste,&#148; &#147;toxic substance,&#148; or &#147;hazardous materials&#148; in any Federal, state or local Environmental Law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">As used herein, &#147;<B>Environmental Law</B>&#148; shall mean all laws, common law duties, regulations, rule, code, standards, legally
binding final guidance document or directives or ordinances (including any orders or agreements), including any judicial or administrative order, directive, decision, consent, decree or judgment, of any Federal, state, local, or foreign governmental
authority having or claiming jurisdiction over any of the Properties (a &#147;<B>Governmental Authority</B>&#148;) that are designed or intended to protect the public health, the environment, natural resources, and plants or wildlife or to regulate
the use, storage, handling, release or disposal of, or exposure to any Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section&nbsp;9601 et
seq.) (&#147;<B>CERCLA</B>&#148;), the Hazardous Material Transportation Act, as amended (49 U.S.C. Section&nbsp;1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section&nbsp;6901 et seq.) (&#147;<B>RCRA</B>&#148;),
the Federal Water Pollution Control Act, as amended (33 U.S.C. Section&nbsp;1251 et seq.), the Oil Pollution Act of 1990, as amended (33 U.S.C. Section&nbsp;2701 et seq.), the Toxic Substance Control Act, as amended (15 U.S.C. Section&nbsp;2601 et
seq.), the Emergency Planning and Community Right-to-Know Act of 1986, as amended (42 U.S.C. Section&nbsp;11001 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. Section&nbsp;136 et seq.), and the Clean Air Act,
as amended (42 U.S.C. Section&nbsp;7401 et seq.), and any and all analogous future federal or present or future state or local laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(kk)
The Company is organized in conformity with the requirements for qualification as a real estate investment trust under Sections 856 through 860 of the Code and the rules and regulations thereunder. As of the close of every taxable year during the
Company&#146;s existence, the Company has had no earnings and profits accumulated in a non-REIT year within the meaning of Section&nbsp;857(a)(2)(B) of the Code. The Company&#146;s past and proposed method of operation have enabled it, and will
enable it, to meet the requirements for taxation as a REIT under the Code. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ll) As of the date of this Agreement, the Company has eight (8)&nbsp;&#147;taxable REIT
subsidiaries&#148; within the meaning of Section&nbsp;856(l) of the Code and with respect to each such &#147;taxable REIT subsidiary,&#148; the election under Section&nbsp;856(l)(1)(b) of the Code has been, or will be, timely made and has not been
revoked or taxable REIT subsidiary status was imposed under the provisions of Section&nbsp;856(l)(2) of the Code. Each of the Company&#146;s corporate subsidiaries, except for its taxable REIT subsidiaries, is in compliance with all requirements
applicable to a REIT or a &#147;qualified REIT subsidiary&#148; within the meaning of Section&nbsp;856(i) of the Code and all applicable regulations under the Code, and the Company is not aware of any fact that would negatively impact such
qualifications. Each of the Company&#146;s non-corporate subsidiaries qualifies as a partnership or a disregarded entity for federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(mm) The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which they are engaged and the value of their properties. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and effect. The Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no claims by the Company or
any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any of its subsidiaries has been refused any insurance
coverage sought or applied for, and the Company does not have any reason to believe that the Company and each of its subsidiaries will not be able to renew its respective existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(nn) The Company and its subsidiaries have title insurance on each of the Properties owned in fee simple in amounts at least equal to the cost
of acquisition of such property; with respect to an uninsured loss on any of the Properties, the title insurance shortfall would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(oo) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring and of such subsidiary&#146;s assets or property to the Company or any other
subsidiary of the Company, except as described in the Disclosure Package and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(pp) There are no transfer taxes or other
similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of
the Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(qq) Each of the Company and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards
of Section&nbsp;302 of the United States Employee Retirement Income Security Act of 1974 (&#147;<B>ERISA</B>&#148;) and the regulations and published interpretations thereunder with respect to each &#147;plan&#148; (as defined in Section&nbsp;3(3)
of ERISA and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate. Each such plan is in compliance in all material respects with
the presently applicable provisions of ERISA and such regulations and published interpretations. Neither the Company nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the
payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(rr) To the knowledge of the Company, no stock
options awards granted by the Company have been retroactively granted, or the exercise or purchase price of any stock option award determined retroactively. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ss) The Company&#146;s authorized capitalization is as set forth in the Registration Statement, the Disclosure Package and the Prospectus;
the authorized and issued and outstanding capital stock, debt securities and the Securities of the Company conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the
Prospectus; the outstanding shares of common stock and preferred stock of the Company have been duly and validly authorized and issued in compliance with all Federal and state securities laws, and are fully paid and non-assessable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each
Underwriter and each person who controls any Underwriter, within the meaning of either the Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)&nbsp;arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, the
Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus (including without limitation, any &#147;road show&#148; (as defined under Rule 433) not constituting an Issuer Free Writing Prospectus); or (ii)&nbsp;arise out of or are based
upon the omission or alleged omission to state in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, the Prospectus, the
Disclosure Package or any Issuer Free Writing Prospectus (including without limitation, any &#147;road show&#148; (as defined under Rule 433) not constituting an Issuer Free Writing Prospectus) a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (iii)&nbsp;arise out of or are based upon a breach of the representations and warranties in this Agreement. The Company agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; <U>provided</U>, <U>however</U>, that the Company will not be liable in any such case arising in
connection with this Section&nbsp;7 to the extent that any such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>


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Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability, which the Company may otherwise have. The Company
acknowledges that the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus is as set forth in Section&nbsp;12 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signed the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives in writing specifically for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability, which any Underwriter may otherwise have. The Company acknowledges that the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus is as set forth in Section&nbsp;12 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Promptly
after receipt by an indemnified party under this Section&nbsp;7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section&nbsp;7, notify
the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party: (i)&nbsp;will not relieve it from liability under paragraph (a)&nbsp;or (b)&nbsp;above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii)&nbsp;will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a)&nbsp;or (b)&nbsp;above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party&#146;s choice at the indemnifying party&#146;s expense to represent the
indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); <U>provided</U>, <U>however</U>, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party&#146;s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i)&nbsp;the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii)&nbsp;the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii)&nbsp;the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv)&nbsp;the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise, or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in </P>
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respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action), unless such settlement,
compromise or consent (x)&nbsp;includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y)&nbsp;does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of any indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) In the event that the indemnity provided in paragraph
(a)&nbsp;or (b)&nbsp;of this Section&nbsp;7 is unavailable to, or insufficient to hold harmless, an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively &#147;<B>Losses</B>&#148;) to which the Company and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Underwriters, on the other, from the offering of the Securities; <U>provided</U>, <U>however</U>, that in no case shall any
Underwriter (except as may be provided in any agreement among the Underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by
the Underwriters hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things: (i)&nbsp;whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information provided by the Company, on the one hand, or the Underwriters, on the other; (ii)&nbsp;the intent of the parties and their relative knowledge; (iii)&nbsp;access
to information; and (iv)&nbsp;the opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section&nbsp;7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the Underwriters, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Conditions of Underwriters&#146; Obligations</U>. The obligations of the Underwriters to
purchase the Securities hereunder are subject to the following conditions: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) (i) The Prospectus, and any supplement thereto, have been
filed in the manner and within the time period required by Rule&nbsp;424(b) (without reference to Rule 424(b)(8)); the final term sheet contemplated by Section&nbsp;5(t) hereto and any other material required to be filed by the Company pursuant to
Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 and (ii)&nbsp;any request of the Commission for additional information (to be included in the Registration Statement or
the Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the Execution Time,
or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto), the Disclosure Package and the Prospectus (exclusive of any amendment thereof), there shall not have occurred:
(i)&nbsp;any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of business, except as set forth in the Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the
sole judgment of the Representatives is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendments thereto),
the Disclosure Package and the Prospectus (exclusive of any supplement thereto); or (ii)&nbsp;any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which
makes any statement made in the Disclosure Package or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package
in order to state a material fact required by the Act or any other law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or
development would, in the opinion of the Representatives, adversely affect the market for the Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The Representatives shall
have received on the Closing Date opinions of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company, dated as of such date and addressed to the Representatives, substantially in the forms attached hereto as <U>Exhibit A</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Representatives shall have received on the Closing Date an opinion of Hunton&nbsp;&amp; Williams LLP, counsel for the Underwriters,
dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) The
Representatives shall have received letters addressed to the Underwriters and dated as of the date hereof and as of the Closing Date from Ernst&nbsp;&amp; Young LLP, independent registered public accounting firm, substantially in the form heretofore
approved by the Underwriters; <U>provided</U> that the letter delivered on the date hereof and on the Closing Date shall use a &#147;cut-off&#148; date no more than three (3)&nbsp;Business Days prior to such dates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) (A) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>


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Closing Date; (B)&nbsp;there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt (including any off-balance
sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or
supplement thereto); (C)&nbsp;there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may
otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or
results of operations of the Company or its subsidiaries; (D)&nbsp;the Company and its subsidiaries shall not have any liabilities or obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that
are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and the Prospectus (or any amendment or supplement thereto); and (E)&nbsp;all the representations and warranties of
the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a
certificate, dated the Closing Date and signed by either the chief executive officer or chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth
in this Section&nbsp;8(f) and in Section&nbsp;8(g) hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Company shall not have failed at or prior to the Closing Date to have
performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder or under the Indenture, at or prior to the Closing Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company&#146;s debt securities by any
&#147;nationally recognized statistical rating organization&#148; (as defined for purposes of Section&nbsp;3(a)(62) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) The Company shall have furnished or caused to be furnished to the
Representatives such further certificates and documents as the Representatives shall have requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">All such opinions, certificates,
letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall
be deemed a representation and warranty by the Company to the Underwriters as to the statements made therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If any of the conditions
specified in this Section&nbsp;8 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material
respects </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>


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reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled by the
Representatives at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">With respect to the Closing Date, the documents required to be delivered by this Section&nbsp;8 shall be delivered at the offices of
Hunton&nbsp;&amp; Williams LLP, Attn: Christopher C. Green, Esq., counsel for the Underwriters, at 600 Peachtree Street, N.E., Bank of America Plaza, Suite 4100, Atlanta, Georgia 30308 on or prior to such date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Expenses</U>. The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by
the Company of its obligations hereunder: (i)&nbsp;the preparation, printing or reproduction, and filing with the Commission of the registration statement (including financial statements and exhibits thereto), each Preliminary Prospectus, if any,
the Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii)&nbsp;the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies
of the registration statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus , the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with
the offering and sale of the Securities; (iii)&nbsp;the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or other taxes in connection with the original issuance and sale of the
Securities; (iv)&nbsp;the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental blue sky memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of
the Securities; (v)&nbsp;the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states as provided in Section&nbsp;5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi)&nbsp;the filing fees and the fees
and expenses of counsel for the Underwriters in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii)&nbsp;the transportation and other expenses incurred by or on behalf of Company
representatives in connection with presentations to prospective purchasers of the Securities; (viii)&nbsp;the fees and expenses of the Company&#146;s accountants and counsel (including local and special counsel) for the Company; and (ix)&nbsp;the
fees and expenses of the Trustee in connection with the offering and sale of the Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Default by an Underwriter</U>. If any
one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in <U>Schedule&nbsp;I</U> hereto
bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; <U>provided</U>, <U>however</U>,
that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>


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principal amount of Securities set forth in <U>Schedule&nbsp;I</U> hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any,
of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth
in this Section&nbsp;10, the Closing Date shall be postponed for such period, not exceeding five (5)&nbsp;Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Termination of Agreement</U>. This Agreement shall be subject to termination in the absolute discretion of the
Representatives, without liability on the part of the Underwriters to the Company, by notice to the Company, if, prior to the Closing Date: (i)&nbsp;there shall have occurred any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as
specifically addressed in the Disclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the sole judgment of the Representatives, is so material and
adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto);
(ii)&nbsp;there shall have occurred any downgrading in the rating of any debt securities or preferred stock of the Company by any &#147;nationally recognized statistical rating organization&#148; (as defined for purposes of Section&nbsp;3(a)(62)
under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating); (iii)&nbsp;trading in the Company&#146;s common stock or outstanding preferred stock shall have been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or materially limited; (iv)&nbsp;a general moratorium on commercial banking activities in New York or Florida shall have been declared by
either federal or state authorities; (v)&nbsp;the Company or any of its subsidiaries shall have sustained a substantial loss by fire, flood, accident or other calamity which renders it impracticable, in the reasonable judgment of the
Representatives, to consummate the sale of the Securities and the delivery of the Securities by the Underwriters at the initial public offering price; or (vi)&nbsp;there shall have occurred any outbreak or escalation of hostilities or other
international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable
or inadvisable to commence or continue the offering as contemplated by the Registration Statement (exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto). Notice of such termination may be given to the Company
by telegram, telecopy or telephone and shall be subsequently confirmed by letter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Information Furnished by the Underwriters</U>.
The statements in the fourth, sixth, and seventh paragraphs and the first, second and fourth sentences in the eighth paragraph under </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>


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the heading &#147;Underwriting&#148; in any Preliminary Prospectus and in the Prospectus Supplement, constitute the only information furnished by or on behalf of the Underwriters as such
information is referred to in the penultimate sentence of Section&nbsp;6(b) and the last sentences of Section&nbsp;7(a) and Section&nbsp;7(b) hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Representations and Indemnities to Survive</U>. The respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in Section&nbsp;7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections&nbsp;5(k), 7 and 9 hereof shall survive the termination
or cancellation of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Absence of Fiduciary Relationship</U>. The Company acknowledges and agrees that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary,
advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether any of the Underwriters has
advised or is advising the Company on other matters; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) the price of the Securities set forth in this Agreement was established by the
Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may
involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or
alleged breach of fiduciary duty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Research Analyst Independence</U>. The Company acknowledges that the Underwriters&#146; research
analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters&#146; research analysts may hold views and
make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research
departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters&#146; investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm
and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject
of the transactions contemplated by this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Notices</U>. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Wells Fargo Securities, LLC, Attention: Transaction Management, 550 South Tryon Street, 5<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor,
Charlotte, North Carolina 28202 (facsimile: 704-410-0326), Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, Attention: High Grade Transaction Management/Legal, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 (facsimile:
646-855-5958) and U.S. Bancorp Investments, Inc. Attention: High Grade Syndicate Desk, 214 North Tyron Street, 26<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor, Charlotte, NC 28202; or, if sent to the Company, will be mailed,
delivered or telefaxed to the office of the Company at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (facsimile: 407-650-1044), Attention: Kevin B. Habicht, Executive Vice President and Chief Financial Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Successors</U>. This Agreement has been made solely for the benefit of the Underwriters, the Company, its directors and officers, and
the other controlling persons referred to in Section&nbsp;7 hereof and their respective successors and assigns, to the extent provided herein. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in Section&nbsp;7 hereof, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term &#147;successor&#148; nor the term
&#147;successors and assigns&#148; as used in this Agreement shall include a purchaser from the Underwriters of any of the Securities in his status as such purchaser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Integration</U>. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and
the Underwriters, or any of them, with respect to the subject matter hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Applicable Law</U>. This Agreement will be governed
by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Waiver of Jury Trial</U>. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>USA
Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October&nbsp;26, 2001)), the Underwriters are required to obtain, verify and record information that identifies its clients,
including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their clients. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">22. <U>Counterparts</U>. This Agreement may be signed in one or more counterparts, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">23. <U>Headings</U>. The section headings used herein are for convenience only and shall not
affect the construction hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">24. <U>Definitions</U>. The terms that follow, when used in this Agreement, shall have the meanings
indicated: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Business Day</B>&#148; shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies are authorized or obligated by law to close in New York City. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Free Writing
Prospectus</B>&#148; shall mean a free writing prospectus, as defined in Rule 405. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Rule 158</B>,&#148; &#147;<B>Rule
163</B>,&#148; &#147;<B>Rule 164</B>,&#148; &#147;<B>Rule 172</B>,&#148; &#147;<B>Rule 401</B>,&#148; &#147;<B>Rule 405</B>,&#148; &#147;<B>Rule&nbsp;415</B>,&#148; &#147;<B>Rule&nbsp;424</B>,&#148; &#147;<B>Rule 433</B>&#148; and &#147;<B>Rule
456</B>&#148; refer to such rules under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Well-Known Seasoned Issuer</B>&#148; shall mean a well-known seasoned issuer,
as defined in Rule 405. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature page follows] </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>NATIONAL RETAIL PROPERTIES, INC.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;/s/ Kevin B. Habicht</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to Underwriting Agreement for Notes due 2024] </I></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">the
date first above written:</P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>WELLS FARGO SECURITIES, LLC</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;/s/ Carolyn Hurley</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Carolyn Hurley</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="17%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="82%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MERRILL&nbsp;LYNCH,&nbsp;PIERCE,&nbsp;FENNER&nbsp;&amp;&nbsp;SMITH</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INCORPORATED</B></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;/s/ Chris Djoganopoulos</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Chris Djoganopoulos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Managing Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>U.S. BANCORP INVESTMENTS, INC.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;/s/ Charles P. Carpenter</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Charles P. Carpenter</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Senior VP</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each for itself and as a Representative of the other </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Underwriters named on <U>Schedule I</U> hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to Underwriting Agreement for Notes due 2024] </I></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE I </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NATIONAL RETAIL PROPERTIES, INC. </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="88%"></TD>
<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:42.15pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Underwriters</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Principal&nbsp;Amount<BR>of&nbsp;Securities&nbsp;to&nbsp;be<BR>Purchased</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Wells Fargo Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">79,625,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;Incorporated</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">72,625,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">U.S. Bancorp Investments, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">35,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Jefferies LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28,875,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">RBC Capital Markets, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28,875,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">SunTrust Robinson Humphrey, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28,875,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">BB&amp;T Capital Markets, a division of BB&amp;T Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">19,250,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Citigroup Global Markets Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">19,250,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">19,250,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Capital One Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9,188,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Raymond James&nbsp;&amp; Associates, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9,187,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">350,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE II </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">National Retail Properties, Inc. Final Term Sheet filed with the Commission by the Company on May&nbsp;5, 2014 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Execution Time</U>: 2:30 p.m. New York City time on the date hereof </P>

<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE&nbsp;III </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>LIST OF SUBSIDIARIES AND JOINT VENTURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Subsidiaries and Consolidated Joint Ventures </U></B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="35%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="63%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Lease Realty I, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">CNLRS Equity Ventures, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN Ster Florida LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN Equity Ventures, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN Ster Texas LP</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">WG Grand Prairie TX, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Lease Funding, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN BJ&#146;s Orlando FL, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">National Retail Properties Trust</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN RAD Monticello NY, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">National Retail Properties, LP</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">Gator Pearson, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN GP Corp.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN Brokerage Services, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN LP Corp.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">CNLRS BEP, L.P.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN Texas GP Corp.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">CNLRS Rockwall, L.P.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN TRS, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">CNLRS Equity Ventures BEP, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN Acquisitions, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">CNLRS Equity Ventures Rockwall, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN Development, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN Equity Ventures Harrison Crossing, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Orange Avenue Mortgage Investments, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN Harrison Crossing, L.P.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CNL Commercial Mortgage Funding, Inc.</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN Retail FF Mabank LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH I, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN PBY LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH II, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN CA Auto Svc LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH III, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">NNN TRU Gastonia LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH IV, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH V, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH VI, LLC</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Significant Subsidiaries </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">National Retail Properties, LP </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE&nbsp;IV </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MATERIAL AGREEMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indenture by and
between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee, dated as of March&nbsp;25, 1998. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Supplemental Indenture No.&nbsp;5 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (as
successor trustee to First Union National Bank), as trustee, dated as of June&nbsp;18, 2004. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Supplemental Indenture No.&nbsp;6 by and between the Company
and U.S. Bank National Association, successor to Wachovia Bank, National Association (as successor trustee to First Union National Bank), as trustee, dated as of November&nbsp;17, 2005. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Supplemental Indenture No.&nbsp;8 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (as
successor trustee to First Union National Bank), as trustee, dated as of September&nbsp;10, 2007. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ninth Supplemental Indenture by and between the Company
and U.S. Bank National Association, successor to Wachovia Bank, National Association (as successor trustee to First Union National Bank), as trustee, dated as of March&nbsp;4, 2008. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Tenth Supplemental Indenture by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (as successor
trustee to First Union National Bank), as trustee, dated as of July&nbsp;6, 2011. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Eleventh Supplemental Indenture by and between the Company and U.S.
Bank National Association, successor to Wachovia Bank, National Association (as successor trustee to First Union National Bank), as trustee, dated as of August&nbsp;14, 2012. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Twelfth Supplemental Indenture by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (as successor
trustee to First Union National Bank), as trustee, dated April&nbsp;15, 2013. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amended and Restated Credit Agreement, dated as of May&nbsp;25, 2011, by
and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">First Amendment to
Amended and Restated Credit Agreement, dated as of October&nbsp;31, 2012, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deposit Agreement, dated February&nbsp;23, 2012, among the Company, American Stock Transfer&nbsp;&amp; Trust Company, LLC, as Depositary, and the holders of
depositary receipts. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deposit Agreement, dated May&nbsp;30, 2013, among the Company, American Stock Transfer&nbsp;&amp; Trust Company,
LLC, as Depositary, and the holders of depositary receipts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Distribution Agreement, dated March&nbsp;28, 2013, between the Company and Cantor
Fitzgerald&nbsp;&amp; Co., as Manager. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Distribution Agreement, dated March&nbsp;28, 2013, between the Company and Raymond James&nbsp;&amp;
Associates, Inc., as Manager. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Distribution Agreement, dated March&nbsp;28, 2013, between the Company and RBC Capital Markets, LLC, as Manager.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Distribution Agreement, dated March&nbsp;28, 2013, between the Company and Robert W. Baird&nbsp;&amp; Co. Incorporated, as Manager. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equity Distribution Agreement, dated March&nbsp;28, 2013, between the Company and Stifel, Nicolaus&nbsp;&amp; Company, Incorporated, as Manager. </P>
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