Exhibit 10.2


GUARANTY OF PAYMENT


GUARANTY OF
PAYMENT (this “Guar­an­ty”), made as of October 5, 2007, be­tween EQUITY
RESI­DEN­TIAL, a Maryland real estate invest­ment trust, having an ad­dress at
Two North River­side Plaza, Suite 400, Chicago, Illinois 60606 (“Guar­an­tor”),
and BANK OF AMERICA, N.A., having an office at 231 South LaSalle Street,
Chicago, Illinois 60697, as administrative agent (“Administrative Agent”)
for the banks (the “Banks”) party to the Credit Agree­ment (as the same
may be amend­ed, modi­fied, supple­mented or re­stated, the “Credit Agr­ee­ment”),
dated as of the date here­of, among ERP OPERATING LIMITED PARTNERSHIP­ (“Bor­row­er”),
the Banks, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication
Agent, and CITICORP NORTH AMERICA INC., DEUTSCHE BANK AG, NEW YORK BRANCH,
REGIONS BANK, THE ROYAL BANK OF SCOT­LAND PLC, and U.S. BANK NATIONAL
ASSOCIATION, as Documentation Agents.


W  I  T  N  E
S  S  E  T  H:


WHEREAS, the Banks
have agreed to make loans (hereinafter collectively referred to as the “Loans”)
and otherwise extend credit to Borrower in an aggregate principal amount not to
exceed $500,000,000 (which amount may be increased to an amount not to exceed
$750,000,000);


WHEREAS, the Loans
will be evidenced by certain promissory notes (the “Notes”) of Borrower
made to each of the Banks in accordance with the terms of the Credit Agreement;


WHEREAS, the
Credit Agreement and the Notes and any other documents executed in connection
therewith are hereinafter collectively referred to as the “Loan Documents”;


WHEREAS,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Credit Agreement;


WHEREAS, Guarantor
is the sole general partner of Borrower; and


WHEREAS, in order
further to induce the Administrative Agent and the Banks to enter into the Loan
Documents, Guarantor has agreed to enter into this Guaranty;













 


NOW, THEREFORE, in
consideration of the premises and the benefits to be derived from the making of
the Loans and the other extensions of credit under the Credit Agreement by the
Banks to Borrower, and in order to induce the Administrative Agent and the
Banks to enter into the Loan Documents, Guaran­tor hereby agrees as follows:


1.  Guarantor, on behalf of itself and its suc­ces­sors
and assigns, hereby irrevocably, absolutely and uncondi­tionally guaran­tees
the full and punctual payment when due, whether at stated maturity or other­wise,
of all Obligations of Borrower now or hereaf­ter existing under the Notes and
the Credit Agreement, for principal and/or inter­est as well as any and all
other amounts due there­under, including, without limitation, all indemnity
obligations of Borrower thereunder, and any and all rea­son­able costs and ex­penses
(including, without limi­ta­tion, rea­sonable attorneys’ fees and dis­bursements)
incurred by the Administrative Agent or the Banks in en­forc­ing its or their
rights under this Guaranty (all of the foregoing obliga­tions being the “Guar­an­teed
Obli­gations”).


2.  It is agreed that the Guaranteed Obliga­tions
are primary and this Guaran­ty shall be enforce­able against Guarantor and its
succes­sors and assigns without the necessity for any suit or pro­ceeding of
any kind or nature whatsoever brought by the Administrative Agent or any Bank
against Borrower or its respective succes­sors or assigns or any other party or
against any securi­ty for the pay­ment and perfor­mance of the Guaranteed
Obligations and without the necessity of any notice of non-payment or
non-observance or of any notice of accep­tance of this Guaranty or of any
notice or demand to which Guarantor might otherwise be entitled (including,
without limita­tion, diligence, presentment, notice of maturity, exten­sion of
time, change in nature or form of the Guaran­teed Obligations, acceptance of
further securi­ty, release of further secu­rity, imposition or agreement
arrived at as to the amount of or the terms of the Guar­anteed Obliga­tions,
notice of adverse change in Borrower’s financial condition and any other fact
which might materially increase the risk to Guaran­tor), all of which Guarantor
hereby expressly waives; and Guarantor hereby expressly agrees that the
validity of this Guaran­ty and the obliga­tions of Guarantor hereun­der shall
in no way be terminat­ed, affected, diminished, modified or impaired by reason
of the asser­tion of or the failure to assert by the Administrative Agent or
any Bank against Borrower or its re­spec­tive successors or assigns, any of the
rights or remedies reserved to the Administrative Agent and the Banks pursuant
to the provisions of the Loan Docu­ments. 
Guar­antor agrees that any notice or directive given at any time to the
Administrative Agent which is incon­sis­tent with the waiver in the immediately
preceding sen­tence shall be void and may be ignored by the Administrative
Agent and the Banks, and, in addition, may not be pleaded or 



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introduced as evidence in
any litiga­tion relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless the Administrative Agent and the Banks have specif­ically agreed
otherwise in a writ­ing, signed by a duly authorized officer.  Guarantor specifi­cally ac­knowl­edges and
agrees that the foregoing waivers are of the essence of this transac­tion and
that, but for this Guar­anty and such waivers, the Administrative Agent and the
Banks would decline to exe­cute the Loan Documents.


3.  Guarantor waives, and covenants and agrees
that it will not at any time insist upon, plead or in any manner whatsoever
claim or take the benefit or advantage of, any and all appraisal, valuation,
stay, extension, marshalling-of-assets or redemption laws, or right of
homestead or exemption, whether now or at any time here­after in force, which
may delay, prevent or otherwise affect the performance by Guarantor of its
obligations under, or the enforcement by the Administrative Agent of, this Guar­an­ty.
Guar­an­tor further covenants and agrees not to set up or claim any defense,
counterclaim, offset, set-off or other objection of any kind to any action,
suit or pro­ceeding at law, in equity or otherwise, or to any demand or claim
that may be institut­ed or made by the Administrative Agent other than the de­fense
of the actual timely payment and perfor­mance by Borrower of the Guaranteed
Obligations; provided, however, that the foregoing shall not be deemed a waiver
of Guarantor’s right to assert any compulsory counterclaim, if such
counterclaim is com­pelled under local law or rule of procedure, nor shall the
foregoing be deemed a waiver of Guarantor’s right to assert any claim which
would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatso­ever against Administrative Agent or any Bank in any separate action or
proceeding.  Guar­antor repre­sents, war­rants
and agrees that, as of the date hereof, its obliga­tions under this Guaran­ty
are not subject to any counter­claims, offsets or defenses against the
Administrative Agent or any Bank of any kind.


4.  The provisions of this Guaranty are for the
benefit of the Adminis­trative Agent and the Banks and their suc­ces­sors and
per­mit­ted as­signs, and noth­ing herein con­tained shall impair as between
Borrower and the Administrative Agent and the Banks the obliga­tions of Bor­row­er
under the Loan Docu­ments.


5.  This Guaranty shall be a continuing,
irrevocable, uncon­ditional and absolute guaranty and the liability of
Guarantor hereunder shall in no way be terminated, af­fected, modified,
impaired or diminished by reason of the happening, from time to time, of any of
the following, although without notice or the further consent of Guaran­tor:



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(a)           any
assignment, amendment, modification or waiver of or change in any of the terms,
covenants, conditions or provi­sions of any of the Guaranteed Obligations or
the Loan Docu­ments or the invalidity or unenforceability of any of the
foregoing; or


(b)           any
extension of time that may be granted by the Administrative Agent or any Bank
to Borrower, any guarantor, or their re­spec­tive successors or assigns, heirs,
executors, admin­istra­tors or personal representa­tives; or


(c)           any
action which the Administrative Agent or any Bank may take or fail to take
under or in respect of any of the Loan Docu­ments or by reason of any waiver
or, or failure to enforce any of the rights, remedies, powers or privileges
available to the Administrative Agent and the Banks under this Guaran­ty or
available to the Administrative Agent and the Banks at law, in equity or other­wise,
or any action on the part of the Administrative Agent or any Bank granting
indul­gence or exten­sion in any form what­so­ever; or


(d)           any
sale, exchange, release, or other dispo­sition of any property pledged,
mortgaged or con­veyed, or any property in which the Administrative Agent
and/or the Banks have been granted a lien or securi­ty inter­est to secure any
indebt­edness of Borrower to the Administrative Agent and/or the Banks or any
impairment of or failure to perfect any security interests therein; or


(e)           any
release of any person or entity who may be liable in any manner for the payment
and collection of any amounts owed by Borrower to the Administrative Agent
and/or the Banks; or


(f)            the
application of any sums by whomsoever paid or however realized to any amounts
owing by Borrower to the Administrative Agent and/or the Banks under the Loan
Docu­ments in such manner as the Administrative Agent shall deter­mine in its
sole discre­tion; or


(g)           Borrower’s
or any guarantor’s voluntary or involuntary liquidation, dissolution, sale of
all or substantially all of their respective assets and liabili­ties,
appointment of a trust­ee, receiver, liquidator, sequestrator or conservator
for all or any part of Borrower’s or any guarantor’s assets, insol­vency, bank­ruptcy,
assignment for the benefit of creditors, 



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reorganization, arrangement, composition or readjustment, or the com­mencement
of other simi­lar proceedings affecting Borrower or any guarantor or any of the
assets of any of them, including, without limitation, (i) the release or dis­charge
of Borrower or any guarantor from the payment and per­for­mance of their
respective obligations under any of the Loan Docu­ments by operation of law, or
(ii) the impair­ment, limi­tation or modification of the lia­bility of Borrower
or any guarantor in bankrupt­cy, or of any remedy for the enforcement of the
Guaran­teed Obliga­tions under any of the Loan Docu­ments, or Guarantor’s
liability under this Guaranty, resulting from the operation of any present or
future provi­sions of the Bankruptcy Code or other pres­ent or future federal,
state or applicable statute or law or from the decision in any court; or


(h)           any
improper disposition by Borrower of the proceeds of the Loans, it being
acknowledged by Guarantor that the Administrative Agent or any Bank shall be
enti­tled to honor any re­quest made by Borrower for a dis­burse­ment of such
proceeds and that neither the Administrative Agent nor any Bank shall have any
obli­ga­tion to see to the proper dispo­sition by Borrower of such proceeds.


6.             Guarantor agrees that if at any
time all or any part of any payment at any time received by the Administrative
Agent or any Bank from Borrower or Guarantor or any other Person obligated in
respect of the Guaranteed Obligations under or with re­spect to this Guaranty
is or must be rescinded or re­turned by the Administrative Agent or any Bank
for any reason what­so­ev­er (in­clud­ing, with­out limi­ta­tion, the insolven­cy,
bank­rupt­cy or reorga­nization of Borrower or Guaran­tor or such other
Person), then Guarantor’s obligations hereunder shall, to the extent of the
payment re­scinded or returned, be deemed to have continued in existence
notwith­standing such previous receipt by such party, and Guarantor’s obli­ga­tions
here­under shall con­tinue to be effective or be rein­stat­ed, as the case may
be, as to such payment, as though such previous payment had never been made.


7.             Until this Guaranty is terminated
pursuant to the terms hereof, Guarantor (i) shall have no right of subrogation
against Borrower or any entity comprising same by reason of any payments or
acts of performance by Guarantor in compliance with the obligations of
Guarantor hereunder; (ii) waives any right to enforce any remedy which
Guarantor now or hereafter shall have against Bor­row­er or any entity
comprising same by reason of any one or more payment or acts of performance in
compliance with the obligations of Guarantor hereunder and (iii) from and after
an Event of Default, subor­dinates any lia­bil­i­ty or in­debt­ed­ness of Bor­rower




 5
 









or any entity compris­ing
same now or hereaf­ter held by Guarantor or any affil­iate of Guar­antor to the
obliga­tions of Borrower under the Loan Docu­ments. The forego­ing, howev­er,
shall not be deemed in any way to limit any rights that Guaran­tor may have
pursuant to the Agreement of Limited Part­nership of Borrower or which it may
have at law or in equity with respect to any other partners of Borrower.


8.             Guarantor represents and warrants
to the Administrative Agent and the Banks with the knowl­edge that the
Administrative Agent and the Banks are rely­ing upon the same, as follows:


(a)           as
of the date hereof, Guarantor is the sole gener­al partner of Bor­row­er;


(b)           based
upon such relationship, Guarantor has determined that it is in its best
interests to enter into this Guaranty;


(c)           this
Guaranty is necessary and convenient to the conduct, promotion and attainment
of Guarantor’s business, and is in furtherance of Guarantor’s business
purposes;


(d)           the
benefits to be derived by Guarantor from Borrower’s access to funds and other credit
made possible by the Loan Documents are at least equal to the obligations
undertaken pursuant to this Guaranty;


(e)           Guarantor
is solvent and has full power and legal right to enter into this Guaranty and
to perform its obligations under the terms hereof and (i) Guaran­tor is
organized and validly existing under the laws of the State of Maryland, (ii)
Guar­an­tor has complied with all provi­sions of appli­cable law in connection
with all aspects of this Guaranty, and (iii) the person executing this Guar­anty
has all the requi­site power and au­thority to execute and deliver this
Guaranty;


(f)            to
the best of Guarantor’s knowledge, there is no action, suit, proceeding, or
investiga­tion pending or threatened against or affecting Guarantor at law, in
equity, in admiralty or before any arbitrator or any governmental department,
commission, board, bureau, agency or instrumentality (domestic or foreign)
which is likely to mate­rially and adversely affect the property, assets or
condi­tion (financial or otherwise) of Guaran­tor or which is likely to
materially and adversely impair the abili­ty of Guar­antor to perform its
obligations under this Guaran­ty;



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(g)           the
execution and delivery of and the perfor­mance by Guarantor of its obligations
under this Guaranty have been duly authorized by all necessary action on the
part of Guarantor and do not (i) violate any provision of any law, rule, regula­tion
(including, without limitation, Regulation U or X of the Feder­al Reserve Board
of the United States), order, writ, judgment, de­cree, deter­mina­tion or award
presently in effect having appli­cabil­i­ty to Guarantor or the organiza­tional
docu­ments of Guar­an­tor, the consequences of which violation would mate­rially
and adversely affect the property, assets or condi­tion (financial or
otherwise) of Guaran­tor or which is likely to mate­rially and adversely impair
the abili­ty of Guar­antor to perform its obligations under this Guaran­ty or
(ii) vio­late or conflict with, result in a breach of or consti­tute (with due
notice or lapse of time or both) a default under any inden­ture, agree­ment or
other instrument to which Guaran­tor is a party, or by which Guarantor or any
of its proper­ty is bound, the consequences of which violation, conflict,
breach or default would mate­rially and adversely affect the proper­ty, assets
or condi­tion (financial or other­wise) of Guaran­tor or which is likely to
mate­rially and adversely impair the abili­ty of Guar­antor to per­form its
obligations under this Guaran­ty;


(h)           this
Guaranty has been duly executed by Guaran­tor and constitutes the legal, valid
and binding obligation of Guarantor, enforceable against it in accordance with
its terms except as enforce­abili­ty may be limited by applicable insol­vency,
bank­ruptcy or other laws affecting creditors’ rights generally or general
principles of equity, whether such en­forceability is considered in a
proceeding in equity or at law;


(i)            no
authorization, consent, approval, li­cense or formal exemption from, nor any
filing, declara­tion or registration with, any Federal, state, local or foreign
court, governmental agency or regulatory authority is required in connection
with the making and performance by Guarantor of this Guaranty, except those
which have already been obtained;


(j)            Guarantor
is not an “in­vestment com­pany” as that term is defined in, nor is it
otherwise sub­ject to regulation under, the Invest­ment Company Act of 1940, as
amended;


(k)           Guarantor
is not engaged principally, or as one of its important activities, in the business
of purchas­ing, carrying, or extending credit for the purpose of purchasing or
carrying any margin stock (within the meaning of 



 7
 









Regulation U of the Board of Governors of the Federal
Reserve System of the United States); and


(l)            All
of the representations and warranties in the Credit Agreement concerning
Guarantor are true and correct.


Guarantor
covenants that it will comply or cause compliance with all covenants in the
Credit Agreement which are applicable to it.


9.  Guarantor and the Administrative Agent each
acknowl­edge and agree that this Guaranty is a guarantee of payment and perfor­mance
and not of collection and en­forcement in respect of any obligations which may
accrue to the Administrative Agent and/or the Banks from Borrower under the provisions
of any Loan Docu­ment.


10.  Subject to the terms and conditions of the
Credit Agreement, and in conjunction therewith, the Administrative Agent or any
Bank may assign any or all of its rights under this Guaranty.  In the event of any such assign­ment, the
Administrative Agent shall give Guar­an­tor prompt notice of same.  If the Administrative Agent or any Bank
elects to sell all the Loans or participations in the Loans and the Loan Docu­ments,
including this Guaran­ty, the Administrative Agent or any Bank may for­ward to
each pur­chas­er and prospec­tive purchaser all documents and infor­ma­tion
relating to this Guaranty or to Guaran­tor, whether fur­nished by Borrower or
Guarantor or other­wise, subject to the terms and conditions of the Credit Agree­ment.


11.  Guarantor agrees, upon the written request of
the Administrative Agent, to execute and deliver to the Administrative Agent,
from time to time, any modification or amendment hereto or any addi­tional
instruments or documents reason­ably considered necessary by the Administrative
Agent or its coun­sel to cause this Guar­an­ty to be, become or remain valid
and effective in accor­dance with its terms, provid­ed, that any such modifi­cation,
amendment, additional in­strument or docu­ment shall not increase Guarantor’s
obligations or dimin­ish its rights hereunder and shall be reasonably satis­factory
as to form to Guarantor and to Guarantor’s coun­sel.


12.  The representations and warranties of Guar­antor
set forth in this Guaranty shall survive until this Guaranty shall terminate in
accordance with the terms hereof.



 8
 









 


13.  This Guaranty contains the entire agree­ment
among the parties with respect to the subject matter hereof and super­sedes all
prior agreements relating to such subject matter and may not be modified,
amended, supplemented or discharged except by a written agreement signed by
Guarantor and the Administrative Agent (acting with the requisite consent of
the Banks as provided in the Credit Agreement).


14.  If all or any portion of any provision con­tained
in this Guaranty shall be determined to be inval­id, illegal or unenforceable
in any respect for any reason, such provision or portion thereof shall be
deemed stricken and severed from this Guaranty and the remaining provisions and
portions thereof shall continue in full force and effect.


15.  This Guaranty may be executed in counter­parts
which together shall constitute the same instru­ment.


16.   All notices, requests and other communi­cations
to any party hereunder shall be in writing (in­cluding bank wire, facsimile
transmis­sion followed by telephonic confirmation or similar writing) and shall
be ad­dressed to such party at the address set forth below or to such other
address as may be iden­tified by any party in a written notice to the others:


	
  If to Guarantor:

  	
   

  	
  Equity Residential

  
	
   

  	
   

  	
  Two North
  Riverside Plaza

  
	
   

  	
   

  	
  Suite 400

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
   

  	
  Attn: Chief
  Financial Officer

  
	
   

  	
   

  	
  Facsimile: (312)
  454-0039

  
	
   

  	
   

  	
   

  
	
  With Copies of

  	
   

  	
   

  
	
  Notices to

  	
   

  	
   

  
	
  Guarantor to:

  	
   

  	
  Equity Residen­tial

  
	
   

  	
   

  	
  Two North
  Riverside Plaza

  
	
   

  	
   

  	
  Suite 400

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
   

  	
  Attn: General
  Counsel

  
	
   

  	
   

  	
  Facsimile: (312)
  454-0039

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                  and

  




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  DLA Piper US LLP

  203 North LaSalle Street

  Suite 1900

  Chicago, Illinois 60601

  Attn:  James
  M. Phipps, Esq.

  Facsimile: (312) 251-5735

  
	
   

  	
   

  	
   

  
	
  If to the

  Administrative

  Agent:

  	
   

  	
   

   

  Bank of America,
  N.A

  
	
   

  	
   

  	
  Structured Debt Group

  Mail Code

  231 South LaSalle Street

  Chicago, IL 60697

  Attn:

  Facsimile: (312)

  
	
   

  	
   

  	
   

  
	
  With Copies of

  Notices to the

  Administrative

  Agent to:

  	
   

  	
   

   

   

  Skadden, Arps,
  Slate,

  
	
   

  	
   

  	
  Meagher & Flom LLP

  Four Times Square

  New York, New York 10036

  Attn:  Martha
  Feltenstein, Esq.

  Facsimile: (917) 777-2272

  
	
   

  	
   

  	
   

  



 


Each such no­tice,
re­quest or other commu­nica­tion shall be effective (i) if given by facsimi­le
transmis­sion, when such facsimile is trans­mitted to the facsimile number
specified in this Sec­tion and the appropriate facsim­ile confir­mation is
received, (ii) if given by certified or registered mail, return receipt
requested, with first class postage prepaid, addressed as afore­said, upon
receipt or refusal to accept delivery, (iii) if given by a nation­ally recog­nized
overnight carrier, 24 hours after such communica­tion is deposited with such
carri­er with postage prepaid for next day delivery, or (iv) if given by any
other means, when deliv­ered at the address speci­fied in this Section.


17.  Any acknowledgment or new promise, whether by
payment of principal or interest or otherwise by Borrower or Guaran­tor, with
respect to the 



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Guaranteed Obliga­tions
shall, if the statute of limitations in favor of Guaran­tor against the
Administrative Agent and the Banks shall have commenced to run, toll the run­ning
of such statute of limitations, and if the period of such statute of limita­tions
shall have expired, pre­vent the operation of such statute of limita­tions.


18.  This Guaranty shall be binding upon Guar­antor
and its successors and assigns and shall inure to the benefit of the
Administrative Agent and the Banks and their suc­ces­sors and permitted as­signs;
provided, however, that the Guarantor may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of all of the
Banks, and any attempted such assignment or transfer without such consent shall
be null and void.


19.  The failure of the Administrative Agent to
enforce any right or remedy hereunder, or promptly to enforce any such right or
remedy, shall not constitute a waiver thereof, nor give rise to any estoppel against
the Administrative Agent or any Bank, nor excuse Guarantor from its obligations
here­un­der.  Any waiver of any such
right or remedy to be en­forceable against the Administrative Agent and the
Banks must be expressly set forth in a writ­ing signed by the Administrative
Agent (acting with the requisite consent of the Banks as provided in the Credit
Agreement).


20.           (a)           THIS
GUARANTY AND THE RIGHTS AND OBLI­GA­TIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS.


(b)           Any legal action or proceeding with
re­spect to this Guaranty and any action for enforcement of any judgment in
respect thereof may be brought in the courts of the State of Illinois or of the
United States of America for the Northern District of Illinois, and, by
execution and delivery of this Guaranty, the Guarantor hereby accepts for
itself and in respect of its property, generally and unconditionally, the
non-exclusive juris­diction of the aforesaid courts and appellate courts from
any thereof.  The Guaran­tor irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to the Guarantor at its address for notices
set forth herein.  The Guarantor hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or pro­ceedings arising out of
or in connection with this Guar­anty brought in the courts referred to above
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such 



 11
 









action or proceed­ing
brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the
Administrative Agent to serve process in any other manner per­mit­ted by law or
to commence legal proceedings or other­wise proceed against the Guarantor in
any other jurisdic­tion.


(c)           GUARANTOR HEREBY WAIVES ITS RIGHTS TO
A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING
OUT OF THIS GUARANTY.  IT IS HEREBY
ACKNOWLEDGED BY GUARAN­TOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE BANKS TO ACCEPT THIS GUAR­ANTY
AND THAT THE LOANS AND OTHER EXTENSIONS OF CREDIT MADE BY THE BANKS ARE MADE IN
RELI­ANCE UPON SUCH WAIVER.  GUARANTOR
FURTHER WARRANTS AND REPRE­SENTS THAT SUCH WAIVER HAS BEEN KNOW­INGLY AND VOLUN­TARILY
MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGA­TION, THIS GUARANTY
MAY BE FILED BY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A
NON-JURY TRIAL.


(d)           Guarantor does hereby further cove­nant
and agree to and with the Administrative Agent and the Banks that Guarantor may
be joined in any action against Borrower in connec­tion with the Loan Documents
and that recovery may be had against Guarantor in such action or in any
independent action against Guarantor (with respect to the Guaranteed Obliga­tions),
without the Administrative Agent and the Banks first pursuing or ex­hausting
any remedy or claim against Borrower or its successors or assigns.  Guarantor also agrees that, in an action
brought with respect to the Guaranteed Obligations in any jurisdiction, it shall
be conclusively bound by the judgment in any such action by the Administrative
Agent (wher­ev­er brought) against Borrower or its successors or as­signs, as
if Guarantor were a party to such action, even though Guar­antor was not joined
as a party in such ac­tion.


(e)           Guarantor agrees to pay all reason­able
expenses (including, without limitation, attorneys’ fees and disbursements)
which may be incurred by the Administrative Agent or the Banks in connec­tion
with the en­force­ment of their rights under this Guar­anty, whether or not
suit is initi­ated.


21.  Notwithstanding anything to the contrary con­tained
herein (but subject to Section 6 hereof), this Guaranty shall terminate
and be of no further force or effect upon the full performance and payment of
the Guaranteed Obliga­tions 



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hereunder.  Upon termination of this Guaranty in
accordance with the terms of this Guaranty, the Administrative Agent promptly
shall deliver to Guar­antor such documents as Guarantor or Guarantor’s counsel
reasonably may request in order to evidence such termi­na­tion.


22.  All of the Administrative Agent’s and the
Banks’ rights and reme­dies under each of the Loan Documents or under this
Guaranty are intended to be distinct, separate and cumu­lative and no such
right or remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any other right or remedy available to the Administrative Agent
or any Bank.


23.  No claim may be made by Guarantor or any
other Person acting by or through Guarantor against the Administrative Agent or
any Bank or the affiliates, directors, officers, employees, attorneys or agent
of any of them for any consequential or punitive damages in respect of any
claim for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Guaranty or by the other Loan
Documents, or any act, omission or event occurring in connection therewith; and
Guarantor hereby waives, releases and agrees not to sue upon any claim for any
such damages, whether or not accrued and whether or not known or suspected to
exist in its favor.



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IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Guaranty as of the
date and year first above written.


	
  

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EQUITY RESIDENTIAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark J. Parrell

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Mark J. Parrell

  	
   

  
	
   

  	
   

  	
   

  	
  Title:    Chief Financial
  Officer

  	
   

  
						



 


 


 


	
  ACCEPTED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  AS ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Mark A. Mokelke

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Mark A. Mokelke

  	
   

  	
   

  	
   

  
	
   

  	
  Title:    Vice President

  	
   

  	
   

  	
   

  
							



 


 


 



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