0000950123-10-076461 Sample Contracts

DEVELOPERS DIVERSIFIED REALTY CORPORATION (an Ohio corporation) Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • August 12th, 2010 • Developers Diversified Realty Corp • Real estate investment trusts • New York

_________, 20___ between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.

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FORM OF ELEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 12th, 2010 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS ELEVENTH SUPPLEMENTAL INDENTURE is entered into as of ___, by and between Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

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