Unencumbered Real Estate Asset Value Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

Definitions from Supplemental Indenture

THIS NINETEENTH SUPPLEMENTAL INDENTURE is entered into as of October 21, 2015, by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025 and the Companys $400,000,000 principal amount of 4.250% Notes due 2026. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all investments in unconsolidated limited partnerships, unconsolidated l

Definitions from Supplemental Indenture

THIS EIGHTEENTH SUPPLEMENTAL INDENTURE is entered into as of January 22, 2015, by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021 and the Companys $500,000,000 principal amount of 3.625% Notes due 2025. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be

Definitions from Supplemental Indenture

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE is entered into as of , by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023 and the Companys $300,000,000 principal amount of 3.500% Notes due 2021. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value. The amendment of

Definitions from Supplemental Indenture

THIS SIXTEENTH SUPPLEMENTAL INDENTURE is entered into as of May 23, 2013, by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022 and the Companys $300,000,000 principal amount of 3.375% Notes due 2023. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value. The amendment of the definition of Unencumbered Real Estate Asset Value relates solel

Definitions from Supplemental Indenture

THIS SIXTEENTH SUPPLEMENTAL INDENTURE is entered into as of , by and between DDR Corp., 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.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022 and the Companys $300,000,000 principal amount of 3.375% Notes due 2023. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value. The amendment of the definition of Unencumbered Real Estate Asset Value relates solel