Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the execution and delivery of this Agreement by EQR do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary in connection with the execution and delivery of this Agreement or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has the requisite power and authority to enter into this Agreement andand the other Transaction Documents to which it is a party, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party. The execution and delivery by the Company of this Agreement by EQR and the other Transaction Documents to which it is a party and the consummation by EQR the Company of the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder ApprovalsCompany. This Agreement has been duly executed and delivered by EQR the Company, and each of the other Transaction Documents to which the Company is a party has been duly executed and delivered by the Company, and, assuming the due execution and delivery of this Agreement and such other Transaction Documents by every other party hereto and thereto, respectively, this Agreement and such other Transaction Documents each constitutes a valid and binding obligation of EQR, the Company enforceable against EQR the Company in accordance with and subject to its terms, subject subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to now or hereinafter in effect affecting creditors' rights generally and (ii) general principles of equity. The governing body of the Company has duly and validly approved, and taken all action required to be taken by them for the consummation of the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the XxXxxx Partnerships and the other transactions contemplated by this Agreement and the other Transaction Documents. (b) Except Prior to the Effective Time, the Company shall have taken all necessary action to permit the issuance of the Company Interests required to be issued to the Contributing Partners pursuant to Sections 1.1 and 1.4 hereof. The issuance and delivery by the Company of such Company Interests shall be, prior to any of the contributions described in Section 2.3(a) hereof, duly and validly authorized by all necessary action on the part of the Company. Such Company Interests, when issued to the Contributing Partners in accordance with the terms of this Agreement and the LLC Agreement, shall have been duly authorized and shall be validly issued, fully paid and nonassessable and not subject to any Liens or any rights or restrictions other than such rights and restrictions with respect to such Company Interests as set forth in Schedule 3.5 to the EQR Disclosure LetterLLC Agreement, the execution Indemnification Agreement or the DLLCA. (c) The execution, delivery and delivery performance by the Company of this Agreement by EQR and the other Transaction Documents to which it is a party do not, and the consummation by the Company of the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party and compliance by EQR the Company with the provisions of this Agreement will and the other Transaction Documents to which it is a party shall not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or any other change in rights or obligations of any party under (including the right to amend or modify or refuse to perform or comply with), or result in the creation of any Lien upon any of the properties or assets of EQR the Managing Member, the Company or any EQR Subsidiary under, of its subsidiaries under (i) the Amended and Restated Declaration certificate of Trust formation, operating agreement or Amended and Restated Bylaws other organizational documents of EQR the Company or the comparable charter Managing Member, the charter, bylaws or other organizational documents of any such subsidiary which is a corporation or the partnership agreement, certificate of partnership, or limited partnership agreement, certificate of limited partnership or other organizational documents or partnership operating or similar agreement agreements (as the case may be) of any such subsidiary which is an entity other EQR Subsidiarythan a corporation, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreementmaterial agreement or other obligation, instrument, permit, concession, franchise or license applicable to EQR the Managing Member, the Company or to any EQR Subsidiary of its subsidiaries or to their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 5.3(d) hereof, any Laws applicable to EQR the Managing Member, the Company or to any EQR Subsidiary of its subsidiaries or to their respective properties or assets, other than, in the case of clause (ii) or (iii)) above, any such conflicts, violations, defaults, rights, loss losses or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. Agreement and the other Transaction Documents to which the Company, any Company LLC or any Transitory Partnership is a party. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, with any Governmental Entity or third party is required by or with respect to EQR the Managing Member, the Company or any EQR Subsidiary of the Company's affiliates or subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation by EQR of any the Company of the transactions contemplated by this AgreementAgreement and the other Transaction Documents, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger Certificate and any other documents required by the DepartmentGoverning Law applicable to each Participating XxXxxx Partnership and its respective Transitory Partnership, by the Secretary of State of the state of formation of such Participating XxXxxx Partnership and such Transitory Partnership or (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (ivii) such other consents, approvals, ordersorders or authorizations of, authorizationsor filings with, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter any Governmental Entity or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) third party which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents to which the Company, any Company LLC or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectTransitory Partnership is a party. (ce) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements HSR Act of 1976only, as amended, EQR the Company confirms that the conduct of its business and the business of its subsidiaries consists solely of investing in, owning owning, developing, managing and operating real estate estate, directly or through one or more subsidiaries, for the benefit of its shareholdersstockholders or members, as the case may be.

Authority; Noncontravention; Consents. (ai) EQR The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger Merger, this Agreement and the other transactions contemplated hereby by the affirmative vote, in each case as a separate voting group, of (i) a majority of the outstanding Common Shares, (ii) more than two-thirds of the outstanding Series A Preferred Shares, (iii) more than two-thirds of the outstanding Series B Convertible Shares, and (iv) a majority of the total of the (x) outstanding Common Shares plus (y) Common Shares represented by the Series B Convertible Shares voting on an as-converted basis (the "EQR “Company Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"Approval”), to consummate the Merger and the other transactions contemplated by this Agreement to which EQR is a partyAgreement. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement to which EQR is a party hereby have been duly authorized by all necessary corporate action on the part of EQRthe Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate such transactions, except for and subject to receipt of the EQR Company Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation obligations of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bii) Except as set forth in Schedule 3.5 3.1(d) to the EQR Company Disclosure Letter, the execution and delivery of this Agreement by EQR the Company do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereby and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR Company Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or Amended and Restated Bylaws By-laws of EQR the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Company Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to EQR the Company or any EQR Company Subsidiary or their respective properties or assets (it being understood that no representation is being given as to whether the Surviving Corporation or any subsidiary will be in compliance with any financial covenants contained therein following the Merger) or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, “Laws”) applicable to EQR the Company or any EQR Subsidiary Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that that, individually or in the aggregate would not (xy) have an EQR a Company Material Adverse Effect or (yz) reasonably be expected to prevent the consummation ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. hereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a “Governmental Entity Entity”), is required by or with respect to EQR the Company or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by EQR the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing filings with the SEC Securities and Exchange Commission (the “SEC”) of (xy) the Registration Statement preliminary and definitive proxy materials relating to the shareholders’ meeting (the “Company Shareholders Meeting”) for the Company Shareholder Approval (such proxy materials, as defined in Section 5.1) amended or supplemented from time to time, the “Proxy Statement”), and (yz) such reports under Section 13 (a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles of Merger by with the DepartmentState Corporation Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware, (iii) such filings as may be required with Governmental Entities to satisfy the applicable requirements of the laws of states in connection with which the payment of Company and any transfer and gains taxes Company Subsidiary are qualified or licensed to do business, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 3.1(d) to the EQR Company Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or havereasonably be expected, individually or in the aggregate, an EQR to result in a Company Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement and each Related Document to which EQR it is a party. The execution party and delivery any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement by EQR and each Related Document to which it is a party and all related transactions and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQR, except for the Company; and subject this Agreement and each Related Document to the EQR Shareholder Approvals. This Agreement which it is a party has been duly and validly executed and delivered by EQR the Company and constitutes this Agreement and each Related Document to which it is a party is the valid and binding obligation of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents nor the consummation by the Company of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby nor compliance by EQR the Company with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation of violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of EQR the Company under any term, condition or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary in connection with the execution and delivery of this Agreement or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC provision of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of Company's Charter or the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental Company's By-laws or (y) except as set forth in the securities laws of Disclosure Letter, any Contract to which the State of Maryland Company is a party or by which its properties or assets are bound, or (Cii) which, if not obtained violate any Laws applicable to the Company or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectproperties. (c) For purposes of determining compliance with Except as set forth in Section 10.6(b), the Disclosure Letter and as required by the Xxxx-Xxxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that no consent, approval, Order or authorization of, registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required in connection with the conduct execution, delivery and performance by the Company of its business consists solely this Agreement or the Related Documents or the consummation of investing in, owning and operating real estate for the benefit of its shareholderstransactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) EQR Subject to obtaining the approval of the Board of Directors of the Purchaser, Purchaser has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Purchaser, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of EQRPurchaser or its stockholders is necessary to authorize any of the foregoing, except for and subject obtaining the approval of the Purchaser's board of directors. Subject to obtaining the EQR Shareholder Approvals. This approval of the Board of Directors of the Purchaser, this Agreement has been been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by EQR Purchaser and constitutes a constitute the valid and binding obligation of EQRPurchaser, enforceable against EQR Purchaser in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and rights, general principles of equityequity or articles of incorporation or by laws. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Purchaser with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Purchaser under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarybylaws, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection (c) below, any Laws applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Purchaser from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary Purchaser in connection with the execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser to which it is a party or the consummation by EQR Purchaser of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B5.2(c) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectDisclosure Schedule. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Each of the Company and its Subsidiaries has all the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement and each Related Document to which EQR it is a party. The execution party and delivery any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement each Related Document to which EQR it is a party have been duly authorized by and all necessary action on related transactions contemplated thereby and to perform its respective obligations hereunder and thereunder; the part of EQRexecution, except for delivery and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the execution and delivery performance of this Agreement by EQR do not, and each Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby by the Company or such Subsidiary, as the case may be, have been duly and validly authorized by all necessary corporate action on the part of the Company or such Subsidiary; and this Agreement and each Related Document to which EQR the Company or any Subsidiary is a party has been duly and compliance validly executed and delivered by EQR the Company or such Subsidiary, as the case may be, and this Agreement and each Related Document to which the Company or any Subsidiary is a party is the valid and binding obligation of the Company or such Subsidiary, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms and conditions, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors rights generally, by general principles of equity and applicable laws or court decisions limiting the provisions availability of specific performance, injunctive relief and other equitable remedies (including the enforceability of indemnification provisions, regardless of whether such enforceability is considered in a proceeding in equity or at law) or by legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies. (b) Neither the execution, delivery and performance of this Agreement and the Related Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof will not, (i) conflict with, or result in any violation of violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any asset of the properties or assets of EQR Company or any EQR Subsidiary underunder any term, condition or provision of (x) the Company's Charter or the Company's By-laws, (iy) the Amended and Restated Declaration certificate of Trust incorporation or Amended and Restated Bylaws by-laws of EQR the Subsidiaries or (z) except as set forth on Schedule 4.4 of the comparable charter Disclosure Letter, any Contract to which the Company or organizational documents either Subsidiary is a party or partnership or similar agreement (as the case may be) by which any of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets are bound, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Company, either Subsidiary or any EQR Subsidiary or of their respective properties or assets, other than, in the case of clause properties. (iic) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation Except as set forth on Schedule 4.4 of the transactions contemplated by this Agreement. No Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Company of this Agreement or the Related Documents to which it is a party or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Seller has the all requisite power and authority to enter into this Agreement and, subject and each Related Document to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement to which EQR is a partyhereby and thereby. The execution and delivery by the Seller of this Agreement by EQR and each Related Document to which the Seller is a party, and the consummation performance by EQR the Seller of the transactions contemplated by this Agreement to which EQR is a party its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder ApprovalsSeller. This Agreement has and each Related Document to which the Seller is a party have been duly and validly executed and delivered by EQR the Seller and constitutes a are the valid and binding obligation obligations of EQRthe Seller, enforceable against EQR the Seller in accordance with and subject to its their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, Neither the execution and delivery by the Seller of this Agreement by EQR do not, and the consummation of the transactions contemplated by this Agreement each Related Document to which EQR the Seller is a party nor the performance by the Seller of its obligations hereunder and compliance by EQR with the provisions of this Agreement will not, conflict thereunder (i) materially conflicts with, or result results in any a material violation of of, or causes a material breach or default (with or without notice or lapse of time, or both) under, or give gives rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result results in the creation of any Lien Encumbrance upon any of the properties Purchased Assets under, any term, condition or assets provision of EQR (y) the Seller’s Fundamental Documents or (z) any Assigned Contract or any EQR Subsidiary underother material Contract to which the Seller is a party or by which the Purchased Assets are bound, or (ii) violates any Laws applicable to the Seller or any of the Purchased Assets. (c) No material (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreementconsent, (ii) any loan or credit agreementapproval, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order Order or authorization of, or (iv) registration, declaration or filing with, or (v) notification to any Governmental Entity or any other third Person is required by or with respect to EQR or any EQR Subsidiary in connection with the execution and delivery by the Seller of this Agreement or the Related Documents to which the Seller is a party, the performance by it of its obligations hereunder or thereunder or the consummation by EQR of any it of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has all the requisite corporate power and authority to enter into execute and deliver and perform its obligations under this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement and each Related Document to which EQR it is a party. The execution party and delivery any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement by EQR and each Related Document to which it is a party and all related transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQR, except for the Company and subject the Shareholders; and this Agreement and each Related Document to the EQR Shareholder Approvals. This Agreement which it is a party has been duly and validly executed and delivered by EQR the Company and constitutes this Agreement and each Related Document to which it is a party is the valid and binding obligation of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and each Related Document to which it is a party nor the consummation by the Company of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby nor compliance by EQR the Company with the provisions of this Agreement any provision hereof or thereof will not, (i) conflict with, or result in any breach or violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of EQR the Company under any term, condition or any EQR Subsidiary under, provision of (ix) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR Company's Charter or the comparable charter Company's By-laws or organizational documents (y) except as set forth in the Company Disclosure Letter, any Contract to which the Company is a party or partnership by which any of its properties or similar agreement (as the case may be) of any other EQR Subsidiaryassets are bound, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Company or any EQR Subsidiary or their respective properties or assets, other than, of its properties. (c) Except as set forth in the case of clause (ii) or (iii)Company Disclosure Letter, any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any third Person is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Company of this Agreement or the Related Documents to which the Company is a party or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Each Purchaser has all the requisite corporate power and authority to enter into this Agreement andAgreement, subject each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the requisite shareholder approval terms and conditions of the Merger (the "EQR Shareholder Approvals" andthis Agreement, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), each Related Document to consummate the which it is a party and all related transactions contemplated by this Agreement hereby and thereby and to which EQR is a partyperform its respective obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement by EQR and each Related Document to which it is a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQRsuch Purchaser, except for and subject this Agreement and each Related Document to the EQR Shareholder Approvals. This Agreement which it is a party has been duly and validly executed and delivered by EQR such Purchaser and constitutes this Agreement and each Related Document to which it is a party is the valid and binding obligation of EQRsuch Purchaser, enforceable against EQR such Purchaser in accordance with and subject to its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent conveyance or other similar laws relating to Laws affecting the enforcement of creditors' ’ rights generally and general principles of equityequitable principles. (b) Except as set forth in on Schedule 3.5 to 7.2(b), neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the consummation of the transactions contemplated by this Agreement Related Documents to which EQR such Purchaser is a party and nor the consummation by such Purchaser of the Merger or any of the other transactions contemplated hereby or thereby nor compliance by EQR such Purchaser with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any asset of the such Purchaser under any term, condition or provision of such Purchaser’s Fundamental Documents, any Contract to which such Purchaser is a party or by which any of its respective properties or, assets are bound, or assets of EQR or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR such Purchaser or any EQR Subsidiary or their respective properties or assets, other thanof its material properties, in the case of clause (i) and (ii) except to the extent that such conflict or (iii), any violation would prohibit such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of Purchaser from consummating the transactions contemplated by this Agreement. No hereby. (c) Except as set forth on Schedule 7.2(c), no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Purchasers of this Agreement or the Related Documents to which such Purchaser is a party or the consummation by EQR of the Merger or any of the other transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has the requisite power and authority to enter into this Agreement andand the other Transaction Documents to which it is a party, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party. The execution and delivery by the Company of this Agreement by EQR and the other Transaction Documents to which it is a party and the consummation by EQR the Company of the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder ApprovalsCompany. This Agreement has been duly executed and delivered by EQR the Company, and each of the other Transaction Documents to which the Company is a party has been duly executed and delivered by the Company, and, assuming the due execution and delivery of this Agreement and such other Transaction Documents by every other party hereto and thereto, respectively, this Agreement and such other Transaction Documents each constitutes a valid and binding obligation of EQR, the Company enforceable against EQR the Company in accordance with and subject to its terms, subject subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to now or hereinafter in effect affecting creditors' rights generally and (ii) general principles of equity. The governing body of the Company has duly and validly approved, and taken all action required to be taken by them for the consummation of the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the McNeil Partnerships and the other xxxxxactions contemplated by this Agreement and the other Transaction Documents. (b) Except Prior to the Effective Time, the Company shall have taken all necessary action to permit the issuance of the Company Interests required to be issued to the Contributing Partners pursuant to Sections 1.1 and 1.4 hereof. The issuance and delivery by the Company of such Company Interests shall be, prior to any of the contributions described in Section 2.3(a) hereof, duly and validly authorized by all necessary action on the part of the Company. Such Company Interests, when issued to the Contributing Partners in accordance with the terms of this Agreement and the LLC Agreement, shall have been duly authorized and shall be validly issued, fully paid and nonassessable and not subject to any Liens or any rights or restrictions other than such rights and restrictions with respect to such Company Interests as set forth in Schedule 3.5 to the EQR Disclosure LetterLLC Agreement, the execution Indemnification Agreement or the DLLCA. (c) The execution, delivery and delivery performance by the Company of this Agreement by EQR and the other Transaction Documents to which it is a party do not, and the consummation by the Company of the transactions contemplated by this Agreement and the other Transaction Documents to which EQR it is a party and compliance by EQR the Company with the provisions of this Agreement will and the other Transaction Documents to which it is a party shall not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or any other change in rights or obligations of any party under (including the right to amend or modify or refuse to perform or comply with), or result in the creation of any Lien upon any of the properties or assets of EQR the Managing Member, the Company or any EQR Subsidiary under, of its subsidiaries under (i) the Amended and Restated Declaration certificate of Trust formation, operating agreement or Amended and Restated Bylaws other organizational documents of EQR the Company or the comparable charter Managing Member, the charter, bylaws or other organizational documents of any such subsidiary which is a corporation or the partnership agreement, certificate of partnership, or limited partnership agreement, certificate of limited partnership or other organizational documents or partnership operating or similar agreement agreements (as the case may be) of any such subsidiary which is an entity other EQR Subsidiarythan a corporation, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreementmaterial agreement or other obligation, instrument, permit, concession, franchise or license applicable to EQR the Managing Member, the Company or to any EQR Subsidiary of its subsidiaries or to their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 5.3(d) hereof, any Laws applicable to EQR the Managing Member, the Company or to any EQR Subsidiary of its subsidiaries or to their respective properties or assets, other than, in the case of clause (ii) or (iii)) above, any such conflicts, violations, defaults, rights, loss losses or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect or (y) 66 prevent the consummation of the transactions contemplated by this Agreement. Agreement and the other Transaction Documents to which the Company, any Company LLC or any Transitory Partnership is a party. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, with any Governmental Entity or third party is required by or with respect to EQR the Managing Member, the Company or any EQR Subsidiary of the Company's affiliates or subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation by EQR of any the Company of the transactions contemplated by this AgreementAgreement and the other Transaction Documents, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger Certificate and any other documents required by the DepartmentGoverning Law applicable to each Participating McNeil Partnership and its respecxxxx Xransitory Partnership, by the Secretary of State of the state of formation of such Participating McNeil Partnership and such Traxxxxxxy Partnership or (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (ivii) such other consents, approvals, ordersorders or authorizations of, authorizationsor filings with, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter any Governmental Entity or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) third party which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents to which the Company, any Company LLC or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectTransitory Partnership is a party. (ce) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements HSR Act of 1976only, as amended, EQR the Company confirms that the conduct of its business and the business of its subsidiaries consists solely of investing in, owning owning, developing, managing and operating real estate estate, directly or through one or more subsidiaries, for the benefit of its shareholdersstockholders or members, as the case may be.

Authority; Noncontravention; Consents. (a) EQR The Company has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval affirmative vote of holders of at least a majority of the outstanding Common Stock entitled to vote thereon to approve the Merger (the "EQR Company Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder ApprovalsApproval"), to consummate the transactions contemplated by this Agreement to which EQR the Company is a party. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQRthe Company or any Company Subsidiary, except for and including the Special Committee of the Company's Board, subject to the EQR Company Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 to 2.5 of the EQR Company Disclosure Letter, the execution and delivery of this Agreement by EQR the Company do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party by the Company and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR Company Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or Amended and Restated Bylaws Code of EQR Regulations, in each case as amended or supplemented to the date of this Agreement, of the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Company Subsidiary, in each case as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR which the Company or any EQR Company Subsidiary is a party or their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to EQR the Company or any EQR Subsidiary Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to EQR the Company or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by EQR of any the Company of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and materials relating to the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR has the requisite power The execution, delivery and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery performance of this Agreement by EQR and the Related Documents and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary action on the part of EQR, except for the Company; and subject to the EQR Shareholder Approvals. This this Agreement has been duly been, and the Related Documents, when executed and delivered by EQR the Company will be, duly and constitutes a validly executed and delivered by it and this Agreement is, and the Related Documents, when executed and delivered by it will be, the valid and binding obligation obligations of EQRthe Company, enforceable against EQR it in accordance with and subject to its their respective terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents, nor the consummation by the Company or any Subsidiary of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement hereby or thereby will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a material any benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of EQR the Company or any EQR Subsidiary underunder any term, condition or provision of (ix) the Amended and Restated Declaration Company's certificate or articles of Trust incorporation or Amended and Restated Bylaws of EQR bylaws or the comparable charter any Subsidiary's constating or organizational governing documents or partnership (y) any Contract to which the Company or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended Subsidiary is a party or supplemented to the date of this Agreementby which its properties or assets are bound, (ii) result in any loan investigatory, remedial or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or reporting obligation under any EQR Subsidiary or their respective properties or assets Environmental Law or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Company or any EQR Subsidiary or any of their respective properties or assetsproperties. (c) Each Shareholder is the lawful owner of record, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation each of the transactions shares of Common Stock being sold. transferred, conveyed and assigned by him or her hereunder pursuant to the Purchase and the Redemption. (d) Except as is expressly contemplated by this Agreement. No , and except for post-Closing filings required in connection with the Subscription or the New Issuance under any applicable securities Law no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Company or any Subsidiary of this Agreement or the Related Documents or the consummation by EQR of the Company or any Subsidiary of the transactions contemplated by this Agreement, except for hereby or thereby. (ie) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) The UK Subsidiary has not done anything which, if and is not obtained a member or madeparty to any agreement or arrangement which, would not prevent contravenes or delay in any material respect the consummation of requires registration or notification under any of the transactions contemplated by this Agreement provisions of the United Kingdom Fair Trading Act 0000, xxe United Kingdom Restrictive Trade Practices Acts, the United Kingdom Resale Prices Act 0000, xxe Treaty of Rome; or otherwise prevent EQR from performing its obligations under this Agreement the United Kingdom Competition Act 1980 or any other anti-trust, anti-monopoly or anti-cartel legislation or regulation in any material respect country of the world in which or have, individually or in the aggregate, an EQR Material Adverse Effectwith which it does business. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Purchaser has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Purchaser, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of EQR, except for and subject Purchaser or its stockholders is necessary to authorize any of the EQR Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by EQR Purchaser and constitutes a constitute the valid and binding obligation of EQRPurchaser, enforceable against EQR Purchaser in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' ’ rights and or general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Purchaser with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Purchaser under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarybylaws, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to EQR Purchaser or any EQR Subsidiary or their respective its properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR Purchaser or any EQR Subsidiary or their respective its properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Purchaser from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary Purchaser in connection with the execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser to which it is a party or the consummation by EQR Purchaser of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereunder or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereunder. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Except as set forth in Schedule 4.2(a), Seller has the requisite power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Seller, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The Except as set forth in Schedule 4.2(a), the execution and delivery by Seller of this Agreement and all documents contemplated hereunder to be executed and delivered by EQR Seller and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of EQRany Seller or its partners, except for and subject shareholders or members are necessary to authorize any of the EQR Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Seller, when executed and delivered will have been, duly executed and delivered by EQR Seller and constitutes a shall constitute the valid and binding obligation of EQR, Seller enforceable against EQR it in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' ’ rights and by general principles of equity. (b) Except as set forth in Schedule 3.5 to 4.2(b) and assuming receipt of the EQR Disclosure Letterconsents described in Schedule 4.2(a) and Schedule 4.2(c), the execution and delivery by Seller of this Agreement and all documents contemplated hereunder to be executed and delivered by EQR Seller do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Seller with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Properties under (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or constituent organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarydocuments, each as amended or supplemented to supplemented, of each of the date of this Agreemententities which comprise Seller, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise material agreement or license instrument applicable to EQR the Properties (or any EQR Subsidiary or their respective properties or assets of them) and constituting Assumed Liabilities, or (iii) subject any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, “Laws”) applicable to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR Properties (or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (iithem) or to Seller with respect to the Properties (iiior any of them), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not . (xc) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity Entity”), is required by or with respect to EQR the Properties (or any EQR Subsidiary of them) in connection with the execution and delivery by Seller of this Agreement and of all documents contemplated hereunder or the consummation by EQR of any Seller of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 4.2(c) and the ISRA process described in Section 12.14. This Section 4.2(c) is not applicable to the EQR Disclosure Letter or Branson Ground Lessor in its capacity as lessor under the Branson Ground Lease (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR distinguished from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectcapacity as a Governmental Entity). (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Each of Holding and the Company has all the requisite corporate power and authority to enter into this Agreement and, subject and each Related Document to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), which it is a party to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution hereby and thereby; the execution, delivery and performance of this Agreement by EQR and each Related Document to which they are a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQR, except for Holding and subject the Company; and this Agreement and each Related Document to the EQR Shareholder Approvals. This Agreement which they are a party has been duly and validly executed and delivered by EQR Holding and constitutes the Company and this Agreement and each Related Document to which they are a party is the valid and binding obligation of EQRHolding and the Company, enforceable against EQR Holding or the Company in accordance with and subject to its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents to which Holding or the Company is a party, nor the consummation by Holding or the Company of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby, nor compliance by EQR Holding or the Company with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in, or to the loss of a any material benefit under, or result in the creation of any Lien upon Encumbrance upon, any asset of Holding or the Company under any term, condition or provision of (x) Holding's Charter or Holding's By-laws, (y) the certificate of incorporation or by-laws of the Company, or (z) except as set forth on Schedule 4.4 of the Disclosure Letter, any material Contract to which Holding or the Company is a party or by which any of the properties or assets of EQR or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets are bound, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, violate any material Laws applicable to EQR Holding, the Company or any EQR Subsidiary or of their respective properties or assets, other than, in the case of clause properties. (iic) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation Except as set forth on Schedule 4.4 of the transactions contemplated Disclosure Letter and as required by this Agreement. No the HSR Act, no material consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by Holding and the Company of this Agreement or the Related Documents to which either is a party or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR SCG has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement to which EQR is a partyAgreement. The execution and delivery of this Agreement by EQR SCG and the consummation by EQR SCG of the transactions contemplated by this Agreement to which EQR is a party hereby have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder ApprovalsSCG. This Agreement has been duly executed and delivered by EQR SCG and constitutes a the valid and binding obligation of EQRSCG, enforceable against EQR SCG in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to affecting creditors' rights and remedies generally and to general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the . The execution and delivery of this Agreement by EQR do SCG does not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereby and compliance by EQR SCG, with the provisions of this Agreement does not and will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary SCG under, (i) the Amended amended and Restated Declaration restated limited liability company agreement of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this AgreementSCG, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to EQR SCG or any EQR Subsidiary or their respective properties or its assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assetsSCG, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a material adverse effect on the business, properties, financial condition or results of operations or prospects of SCG (an EQR Material Adverse Effect "SCG MATERIAL ADVERSE EFFECT") or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementContribution Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary SCG in connection with the execution and delivery of this Agreement by SCG or the consummation by EQR SCG of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) hereby which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Contribution Transactions or any of the transactions contemplated by this Agreement or otherwise prevent EQR SCG from performing its obligations under this Agreement in any material respect or havereasonably be expected to result in, individually or in the aggregate, an EQR SCG Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Company Common Shares (the "EQR Company Common Shareholder Approvals" and, together with the EWR Shareholder Approvals, the Approval"Shareholder Approvals"), ) to consummate the transactions contemplated by this Agreement to which EQR the Company is a party. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement hereby to which EQR the Company is a party have been duly authorized by all necessary corporate action on the part of EQRthe Company, except for and including the approval of the Company's Board of Directors, subject to the EQR receipt of Company Common Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation obligations of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) . Except as set forth in Schedule 3.5 3.2(d) to the EQR Company Disclosure Letter, the execution and delivery of this Agreement by EQR do the Company does not, and the consummation of the transactions contemplated by this Agreement hereby to which EQR the Company is a party and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR Company Subsidiary under, (i) the Amended and Restated Declaration of Trust Company Charter or Amended and Restated Bylaws of EQR Company By-Laws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Company Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR the Company or any EQR Company Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR the Company or any EQR Company Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have an EQR a Company Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR the Company or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by EQR the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the SEC of (x) a proxy statement relating to the approval by Company shareholders of the Merger and the other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the Registration Statement (as defined in Section 5.1) relating to the issuance of the Merger Consideration and (yz) such reports under Section 13 (a13(a) of the Exchange Act as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles of Merger by for the DepartmentMerger with the State Corporation Commission of the Commonwealth of Virginia, (iii) such filings as may be required in connection with the payment of any transfer Transfer and gains taxes Gains Taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 3.2(d) to the EQR Company Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland Environmental Laws or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR a Company Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Purchaser has the all requisite partnership power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement and each Related Document to which EQR it is a party, to perform its obligations hereunder and thereunder and to complete the Contemplated Transactions. The execution and delivery by Purchaser of this Agreement by EQR and each Related Document to which Purchaser is a party, and the consummation performance by EQR Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary partnership action on the transactions contemplated by this part of Purchaser. This Agreement and each Related Document to which EQR Purchaser is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly validly executed and delivered by EQR Purchaser and constitutes a are the valid and binding obligation obligations of EQRPurchaser, enforceable against EQR Purchaser in accordance with their terms. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and subject filed separately with the Securities and Exchange Commission pursuant to its termsRule 24b-2 of the Securities Exchange Act of 1934, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equityas amended. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, Neither the execution and delivery by Purchaser of this Agreement and each Related Document to which Purchaser is a party, nor the performance by EQR do notPurchaser of any of its obligations hereunder and thereunder, and nor the consummation completion of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement will notContemplated Transactions, conflict (i) conflicts with, or result results in any a violation of of, or causes a breach or default (with or without notice or lapse of time, or both) under, or give gives rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, any term, condition or result in the creation provision of (y) Purchaser’s Fundamental Documents or (z) any Lien upon Contract to which Purchaser is a party or by which its assets are bound, or (ii) violates any Laws applicable to Purchaser or any of the properties or assets of EQR or any EQR Subsidiary underits assets. (c) Except as set out on Schedule 6.2, no (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreementconsent, (ii) any loan or credit agreementapproval, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order Order or authorization of, or (iv) registration, declaration or filing with, or (v) notification to any Governmental Entity or any other third Person is required by or with respect to EQR or any EQR Subsidiary in connection with the execution and delivery by Purchaser of this Agreement or the consummation by EQR Related Documents to which Purchaser is a party or the completion of the Contemplated Transactions. (d) Purchaser is its own ultimate parent entity (as defined under the HSR Act and regulations), does not have any regularly prepared balance sheet and does not satisfy any of the transactions contemplated by this Agreement, except for (i) “size of person” jurisdictional thresholds applicable to Purchaser under the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectHSR Act. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (ai) EQR The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger Merger, this Agreement and the other transactions contemplated hereby by the affirmative vote, in each case as a separate voting group, of (A) a majority of the outstanding Common Shares, (B) more than two-thirds of the outstanding Series A Preferred Shares, (C) more than two-thirds of the outstanding Series C Convertible Shares, and (D) a majority of the total of the (1) outstanding Common Shares plus (2) Common Shares represented by the Series C Convertible Shares voting on an as-converted basis (the "EQR “Company Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"Approval”), to consummate the Merger and the other transactions contemplated by this Agreement to which EQR is a partyAgreement. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement to which EQR is a party hereby have been duly authorized by all necessary corporate action on the part of EQRthe Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate such transactions, except for and subject to receipt of the EQR Company Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation obligations of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bii) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery of this Agreement by EQR the Company do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereby and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR Company Subsidiary under, (iA) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this AgreementCompany Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to EQR the Company or any EQR Company Subsidiary or their respective properties or assets (it being understood that no representation is being given as to whether the Surviving Entity or any subsidiary will be in compliance with any financial covenants contained therein following the Merger), (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR the Company or any EQR Subsidiary Company Subsidiary, or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rights, loss rights or Liens that that, individually or in the aggregate would not (x1) have an EQR a Property Material Adverse Effect or (y2) reasonably be expected to otherwise prevent the consummation of Company from performing its obligations under this Agreement or the transactions contemplated by this Agreement. hereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission, governmental arbitrator or other governmental authority, instrumentality or agency, domestic or foreign (a “Governmental Entity Entity”), is required by or with respect to EQR the Company or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by EQR the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (iA) the filing filings with the SEC Securities and Exchange Commission (the “SEC”) of (x1) the Registration Statement preliminary and definitive proxy materials relating to the shareholders’ meeting (the “Company Shareholders Meeting”) for the Company Shareholder Approval (such proxy materials, as defined in Section 5.1) amended or supplemented from time to time, the “Proxy Statement”), and (y2) such reports under Section 13 (a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement, (iiB) the acceptance for record filing of the Articles of Merger by with the DepartmentState Corporation Commission of the Commonwealth of Virginia, (iiiC) such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and any Company Subsidiary are qualified or licensed to do business, as may be required set forth in connection with the payment of any transfer and gains taxes Schedule 3.1(d)(iii) and (ivD) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in Schedule 3.5 3.1(d)(iii) to the EQR Company Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C2) which, if not obtained or made, would not reasonably be expected to prevent or delay in any material respect the consummation of any of the Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent EQR the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR a Company Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR has the requisite power The execution, delivery and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery performance of this Agreement and the Related Documents to be executed by EQR the Company and the Shareholders, as the case may be, and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary action on the part of EQR, except for such Persons; and subject to the EQR Shareholder Approvals. This this Agreement has been duly been, and the Related Documents to be executed by the Company or the Shareholders, as the case may be, when executed and delivered by EQR such Persons will be, duly and constitutes a validly executed and delivered by such Persons and this Agreement is, and the Related Documents, when executed and delivered by such Persons will be, the valid and binding obligation obligations of EQRsuch Persons, enforceable against EQR such Persons in accordance with and subject to its their respective terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in on Schedule 3.5 to 3.5(b), neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents to be executed by the Company and the Shareholders, as the case may be, nor the consummation by the Company or the Subsidiaries of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement hereby or thereby will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a material any benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of EQR the Company or the Subsidiaries under any term, condition or provision of (x) the articles or certificate of incorporation, bylaws or other organizational documents of the Company or any EQR Subsidiary under, of the Subsidiaries or (iy) any Contract to which the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR Company or the comparable charter Subsidiaries is a party or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective by which its properties or assets or are bound (iii) subject to the governmental filings and other matters referred to in the following sentenceexcept where, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, solely in the case of clause (y), such conflict, violation, default, right, loss or Encumbrance would, singly or in the aggregate, not have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole), (ii) result in any investigatory, remedial or reporting obligation under any Environmental and Safety Requirement or (iii) violate any Laws applicable to the Company or the Subsidiaries or any of their respective properties. (c) Each Shareholder is the lawful owner, of record and beneficially, of each of the shares of Common Stock and/or Preferred Stock being sold, transferred, conveyed, exchanged and assigned by him or her hereunder pursuant to the Merger and has valid title to such Shares, free and clear of any Encumbrances whatsoever and with no restrictions on the voting rights and other incidents of record and beneficial ownership pertaining thereto. There are no agreements between any Shareholder and any other Person with respect to the voting of, or any matters pertaining to, the capital stock of the Company except for the Related Documents. (d) Except as set forth on Schedule 3.5(d), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Company or the Subsidiaries of this Agreement or the Related Documents or the consummation by EQR of any of the transactions contemplated by this Agreementhereby or thereby, except for (i) where the failure to obtain such consent, approval, Order or authorization, or make such registration, declaration, filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or madenotification, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or havenot, individually singly or in the aggregate, an EQR have a Material Adverse EffectEffect on the Company and the Subsidiaries, taken as a whole. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Purchaser has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Purchaser, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of EQR, except for and subject Purchaser or its owners is necessary to authorize any of the EQR Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by EQR Purchaser and constitutes a constitute the valid and binding obligation of EQRPurchaser, enforceable against EQR Purchaser in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and general principles or articles of equityincorporation or by laws. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Purchaser with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Purchaser under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation or Amended and Restated Bylaws code of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiaryregulations, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSubsection (c) below, any Laws applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Purchaser from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary Purchaser in connection with the execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser to which it is a party or the consummation by EQR Purchaser of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (BSCHEDULE 5.2(c) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectattached hereto. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR has the requisite power The execution, delivery and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery performance of this Agreement by EQR and the Related Documents and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary action on the part of EQR, except for the Company; and subject to the EQR Shareholder Approvals. This this Agreement has been duly been, and the Related Documents, when executed and delivered by EQR the Company will be, duly and constitutes a validly executed and delivered by the Company; and this Agreement is, and the Related Documents, when executed and delivered by the Company will be, the valid and binding obligation obligations of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its their respective terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to 3.5(b), neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents, nor the consummation by the Company of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement hereby or thereby will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a material any benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of EQR the Company under any term, condition or any EQR Subsidiary under, provision of (ix) the Amended and Restated Declaration of Trust Company's Charter Documents or Amended and Restated Bylaws of EQR (y) any Contract to which the Company is a party or the comparable charter by which its properties or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreementassets are bound, (ii) result in any loan investigatory, remedial or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or reporting obligation under any EQR Subsidiary or their respective properties or assets Environmental and Safety Requirement or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Company or any EQR Subsidiary of its properties. (c) The Shareholder is the lawful owner, of record and beneficially, of each of the shares of Common Stock and the Class A Common being sold, transferred, conveyed and assigned by him hereunder pursuant to the Purchase, the Redemption and the Reclassification and has good title to such shares, free and clear of any Encumbrances whatsoever and with no restrictions on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for the Related Documents and as set forth on, there are no agreements between the Shareholder and any other Person with respect to the voting of, or their respective properties or assetsany matters pertaining to, other than, in the case capital stock of clause the Company. (iid) or (iiiExcept as set forth on Schedule 3.5(d), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Company of this Agreement or the Related Documents or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval affirmative vote of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "EQR Shareholder Approvals" and, together with the EWR Merry Land Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, A-19 182 subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the execution and delivery of this Agreement by EQR do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, (i) the Second Amended and Restated Declaration of Trust or Second Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary in connection with the execution and delivery of this Agreement or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Proxy Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles of Merger by with the Department, (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) such filings as may be required in connection with the payment of any transfer and gains taxes and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effect. (c) EQR is making no representation or warranty in this Section 3.5 with respect to any matters or approvals required for any Alternative Merger. (d) For purposes of determining compliance with the XxxxHart-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amendedXxxxx Xxx, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Seller has all the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement and each Related Document to which EQR it is a party. The execution party and delivery any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement by EQR and each Related Document to which it is a party and all related transactions contemplated thereby and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQR, except for the Seller; and subject this Agreement and each Related Document to the EQR Shareholder Approvals. This Agreement which it is a party has been duly and validly executed and delivered by EQR the Seller and constitutes this Agreement and each Related Document to which it is a party is the valid and binding obligation of EQRthe Seller, enforceable against EQR the Seller in accordance with and subject to its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditors rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents to which the Seller is a party nor the consummation by the Seller of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby nor compliance by EQR the Seller with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation of violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any of the Purchased Assets under any term, condition or provision of (x) the Seller's Charter or the Seller's By-laws or (y) except as set forth in Section 4.4(b) of the Disclosure Letter, any Contract to which the Seller is a party or by which its properties or assets of EQR are bound, or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Seller or any EQR Subsidiary or their respective properties or assets, other than, of its properties. (c) Except as set forth in the case of clause (iiSection 4.4(c) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Seller of this Agreement or the Related Documents to which it is a party or the consummation by EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter hereby or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Section 4.3.1 The Company and each of its applicable Subsidiaries has the requisite all necessary corporate or other power and authority to enter into execute and deliver this Agreement and, subject to (in the requisite shareholder approval case of the Merger (the "EQR Shareholder Approvals" andCompany) and each Ancillary Agreement to which it is a party, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby to be consummated by the Company or the applicable Subsidiaries. The execution and delivery by the Company and each of its applicable Subsidiaries of this Agreement and each Ancillary Agreement to which EQR it is a party. The , the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated hereby and thereby to be consummated by it have been duly and validly authorized by all necessary action and no other proceedings on the part of the Company or any such Subsidiary and no votes by any holder of Equity Interests in the Company or any such Subsidiary are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby (in each case, other than the Company Approval, which will occur immediately after the execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder ApprovalsCompany). This Agreement and each Ancillary Agreement has been been, or (in the case of Ancillary Agreements executed after the date hereof) will be, when executed, duly and validly executed and delivered by EQR the Company, as applicable, and each of its applicable Subsidiaries party thereto and, constitutes or will (in the case of Ancillary Agreements executed after the date hereof) constitute, when executed, a legal, valid and binding obligation of EQRthe Company, as applicable, and each such Subsidiary, enforceable against EQR the Company or the applicable Subsidiary in accordance with and subject to its respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Section 4.3.2 Except as set forth in Schedule 3.5 to the EQR Disclosure Letter4.3.2, the execution and delivery of this Agreement and the Ancillary Agreements by EQR the Company and its applicable Subsidiaries do not, and the consummation of the transactions contemplated by by, and the performance of their respective obligations under, this Agreement to which EQR is a party and the Ancillary Agreements and compliance by EQR the Company and its applicable Subsidiaries with the provisions of this Agreement hereof and thereof, will not, not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a benefit under, result in a material benefit increase in payment obligations under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary Encumbrance, other than Permitted Encumbrances under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Company Certificate, the Company Bylaws of EQR or the comparable charter or other organizational documents or partnership or similar agreement (as the case may be) of any other EQR SubsidiarySubsidiary of the Company, each as amended or supplemented to the date of this Agreementsupplemented, (iiii)(A) any loan Permit required for the businesses, activities or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease operations of the Company or other agreement, instrument, permit, concession, franchise or license applicable to EQR or (B) any EQR Subsidiary or their respective properties or assets Company Material Contract or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.3.3, any Laws applicable to EQR the Company or any EQR Subsidiary or their respective properties or assetsof the Company, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss losses or Liens that Encumbrances that, individually or and in the aggregate aggregate, would not (x) reasonably be expected to have an EQR a Company Material Adverse Effect or (y) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. Agreement or the Ancillary Agreements. Section 4.3.3 No consent, approval, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to EQR the Company or any EQR Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement and the Ancillary Agreements by the Company and its Subsidiaries or the consummation by EQR of any the Company and its Subsidiaries of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (Ai) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or 4.3.3; (Bii) as may be required under (xA) federalthe HSR Act, state (B) Laws requiring transfer, recordation or local environmental laws gains tax filings, (C) Environmental Laws or (yD) the securities laws Blue Sky Laws of various states, to the State of Maryland extent applicable; or (Ciii) which, if not obtained or made, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectAncillary Agreements. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (ai) EQR The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger this Agreement, including the Plan of Merger, by the affirmative vote, in each case as a separate voting group, of (A) a majority of the outstanding Common Shares, (B) more than two-thirds of the outstanding Series A Preferred Shares, and (C) more than two-thirds of the outstanding Series B Convertible Shares (the "EQR “Company Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"Approval”), to consummate the transactions contemplated by this Agreement to which EQR is a partyMerger and the other Contemplated Transactions. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement to which EQR is a party Contemplated Transactions have been duly authorized by all necessary corporate action on the part of EQRthe Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate such transactions, except for and subject to receipt of the EQR Company Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation obligations of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bii) Except as set forth in Schedule 3.5 The Board of Directors of the Company has (A) unanimously adopted this Agreement (including the Plan of Merger), approved the Merger and the other Contemplated Transactions and adopted a resolution recommending that this Agreement be approved by the shareholders of the Company (the “Company Recommendation”) and (B) directed that this Agreement be submitted to the EQR Disclosure Lettershareholders of the Company for their approval at a shareholders meeting duly called and held for such purpose. The Board of Directors of the Company has received an opinion from Xxxxx Fargo Securities, LLC to the effect that, as of the date of such opinion, the Merger Consideration to be received by the holders of Shares (other than holders of Shares entering into the Voting Agreement and their respective Affiliates) is fair, from a financial point of view, to such holders. The Company will make available to Buyer, solely for informational purposes, a complete and correct copy of such opinion promptly after receipt thereof by the Board of Directors of the Company. (iii) The execution and delivery of this Agreement by EQR the Company do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party Contemplated Transactions and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to other rights or obligations or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR of the Company’s Subsidiaries under (A) the Organizational Documents of the Company or any Subsidiary underof the Company, (iB) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (except as the case may beset forth on Schedule 3.1(d)(iii) of any other EQR Subsidiary, each as amended or supplemented to the date of this AgreementCompany Disclosure Letter, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, management agreement, lease franchise agreement, license agreement or other agreement, instrument, permit, concession, franchise or license Contract applicable to EQR the Company or any EQR Subsidiary of its Subsidiaries or their respective properties or assets (it being understood that no representation is being given as to whether the Surviving Corporation or any Subsidiary will be in compliance with any financial covenants contained therein following the Merger) or (iiiC) subject to the governmental filings and other matters referred to in the following sentenceclause (iv) of this Section 3.1(d), any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assetsApplicable Laws, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rights, loss obligations, losses or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to prevent or (y) prevent delay in any material respect the consummation of the transactions contemplated by Contemplated Transactions or otherwise prevent the Company from performing its obligations under this Agreement. Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR the Company or any EQR Subsidiary of its Subsidiaries in connection with the execution and or delivery of this Agreement by the Company or the consummation by EQR the Company of any of the transactions contemplated by this AgreementContemplated Transactions, except for (iA) the filing filings with the SEC Securities and Exchange Commission (the “SEC”) of (x1) the Registration Statement (as defined in Section 5.1) Proxy Statement/Prospectus, and (y2) such reports under Section 13 (a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreementother Contemplated Transactions, (iiB) the acceptance for record filing of the Articles of Merger by with, and the Departmentissuance of a certificate of merger by, the State Corporation Commission of the Commonwealth of Virginia, (iiiC) such filings as may be required in connection the filing of the Certificate of Merger with the payment Secretary of any transfer and gains taxes State of the State of Delaware, and (ivD) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement Contemplated Transactions or otherwise prevent EQR the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR a Company Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Section 5.3.1 Each of Parent and Buyer has the requisite all necessary corporate or other power and authority to enter into execute and deliver this Agreement andand each Ancillary Agreement to which it is a party, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby to be consummated by this Agreement to which EQR is a partyParent and Buyer. The execution and delivery by Parent and Buyer of this Agreement by EQR and each Ancillary Agreement to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by EQR it of the transactions contemplated hereby and thereby to be consummated by this Agreement to which EQR is a party it have been duly and validly authorized by all necessary action and no other proceedings on the part of EQR, except for Parent and subject Buyer and no votes by any holder of Equity Interests in Parent and Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the EQR Shareholder Approvalstransactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement has been been, or (in the case of Ancillary Agreements executed after the date hereof) will be, when executed, duly authorized and validly executed and delivered by EQR Parent and Buyer party thereto and constitutes or will (in the case of Ancillary Agreements executed after the date hereof) constitute, when executed, a legal, valid and binding obligation of EQRParent and Buyer, enforceable against EQR Parent and Buyer in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Section 5.3.2 Except as set forth in Schedule 3.5 to the EQR Disclosure Letter5.3.2, the execution and delivery of this Agreement and the Ancillary Agreements by EQR Parent and its Subsidiaries do not, not and the consummation of the transactions contemplated by by, and performance of their respective obligations under, this Agreement to which EQR is a party and the Ancillary Agreements and compliance by EQR Parent and its Subsidiaries with the provisions of this Agreement hereof and thereof, will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, result in a material increase in payment obligations thereunder, or result in the creation of any Lien Encumbrance upon any of the properties or assets Assets of EQR Parent or any EQR Subsidiary of its Subsidiaries under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR Parent Certificate or the comparable charter Parent Bylaws or the other organizational documents or partnership or similar agreement (as the case may be) of any other EQR Parent Subsidiary, each as amended amended, restated or supplemented to the date of this Agreementsupplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture, merger or other acquisition agreement, reciprocal easement agreement, lease or other agreementContract, instrument, permit, concession, franchise or license applicable to EQR Parent or any EQR Subsidiary of its Subsidiaries, or their respective properties or assets Assets or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 5.3.3, any Laws applicable to EQR Parent or any EQR Subsidiary of its Subsidiaries or their respective properties or assetsAssets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss losses or Liens that Encumbrances that, individually or and in the aggregate aggregate, would not reasonably be expected to (x) have an EQR a Parent Material Adverse Effect or (y) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. Agreement or the Ancillary Agreements. Section 5.3.3 No consent, approval, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to EQR Parent, or any EQR Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Parent or any of its Subsidiaries or the consummation by EQR of any Parent or its Subsidiaries of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings necessary (A) as are set forth for the ownership of PropCo’s assets following the Closing in Schedule 3.5 to the EQR Disclosure Letter or manner contemplated by this Agreement, (B) as may be required under (xi) federal(A) the HSR Act, state (B) the rules and regulations of the Exchange, (C) Laws requiring transfer, recordation or local environmental laws gains Tax filings, (D) Environmental Laws or (yE) Blue Sky Laws, to the securities laws of the State of Maryland extent applicable; or (Cii) which, if not obtained or made, individually and in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect or prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise prevent EQR Parent or any of its Subsidiaries from performing its or their respective obligations under this Agreement or the Ancillary Agreements in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectrespect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Except as set forth in SCHEDULES 4.2(a) and 4.2(c) and except for any lender consents which may be required in order to Transfer the Properties pursuant to the Benderson Loan Documents with respect to the Assumed Indebtedness, Seller and each Assigning Affiliate, as applicable, has the requisite power and authority (i) to enter into this Agreement and all documents contemplated hereunder to be entered into by Seller and each Assigning Affiliate, as applicable, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the Transfer and the other transactions contemplated hereunder and thereunder. Except as set forth in SCHEDULE 4.2(a), the execution and delivery by Seller and each Assigning Affiliate, as applicable, of this Agreement and all documents contemplated hereunder to be executed and delivered by Seller and each Assigning Affiliate, as applicable, and the consummation by it of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary company, entity or partnership action, and no other company, entity or partnership proceedings on the part of Seller or the applicable Assigning Affiliate or their partners, shareholders or members are necessary to authorize any of the foregoing. This Agreement has been, and all documents contemplated hereunder to be executed by Seller and each Assigning Affiliate, as applicable, when executed and delivered will have been, duly executed and delivered by Seller and each Assigning Affiliate, as applicable, and shall constitute the valid and binding obligation of Seller and each Assigning Affiliate, as applicable, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity. Seller has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval on behalf of each Assigning Affiliate and all of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution Acquired Assets and delivery of this Agreement by EQR and the consummation by EQR each of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on Properties are under the part common control of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equitySeller. (b) Except as set forth in Schedule 3.5 SCHEDULE 4.2(b), and subject to the EQR Disclosure Letterrights of lenders holding a security interest in any of the Acquired Assets, and assuming receipt of the consents described in SCHEDULE 4.2(a) and SCHEDULE 4.2(c), the execution and delivery by Seller of this Agreement and all documents contemplated hereunder to be executed and delivered by EQR Seller and each Assigning Affiliate, as applicable, do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Seller with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties Acquired Assets or assets of EQR or any EQR Subsidiary under, the Master LLC Properties under (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or constituent organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarydocuments, each as amended or supplemented to the date supplemented, of this AgreementSeller or any Assigning Affiliate, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise material agreement or license instrument (excluding Licenses and Permits) applicable to EQR or any EQR Subsidiary or their respective properties or assets the Acquired Assets and/or the Master LLC Properties, or (iii) subject any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") applicable to Seller or any Assigning Affiliate with respect to the governmental filings and other matters referred to in Acquired Assets and/or the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assetsMaster LLC Properties, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect materially adversely affect the affected Acquired Asset or (y) prevent the Master LLC Property or impair or interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this AgreementAgreement or in the documents contemplated to be executed hereunder or otherwise prevent Seller and the Assigning Affiliates from performing their obligations hereunder in any material respect. Solely for purposes of this Section 4.2(b), the definition of Acquired Assets will not include any reference to the phrase "to the extent assignable or transferable". (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to EQR or any EQR Subsidiary the Acquired Assets and/or the Master LLC Properties in connection with the execution and delivery by Seller of this Agreement and Seller and Assigning Affiliates of all documents contemplated hereunder or the consummation by EQR of any Seller of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter SCHEDULE 4.2(c) or 4.2(a) or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not reasonably be expected to materially affect the value of an Acquired Asset or Master LLC Properties or prevent or delay in any material respect the consummation of the Transfer or any of the other transactions contemplated Contemplated by this Agreement or in the documents contemplated to be executed hereunder or otherwise prevent EQR Seller and the Assigning Affiliates from performing its their obligations under this Agreement hereunder in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectrespect. (cd) As of the date of this Agreement, EXHIBIT A contains a complete and accurate listing of each Person that has a direct ownership interest in the Acquired Assets, the Master LLC Subsidiaries and/or the Master LLC Properties, and there are no other Persons that have a direct ownership interest in the Acquired Assets, the Master LLC Subsidiaries and/or the Master LLC Properties. For purposes the purpose of determining compliance this Section 4.2(d) "direct ownership interest" means: (i) as to the Fee Properties, all Persons who are vested with all or any portion of a fee interest in the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act Fee Properties, (ii) as to the Ground Leased Properties, all Persons who are vested with all or any portion of 1976a lessee's leasehold estate (or a vendee's interest in any applicable land installment agreement) in the Ground Leased Properties, and (iii) as amendedto the Master LLC, EQR confirms that all Persons who are vested with all or any portion of the conduct membership interests of its business consists solely the Master LLC, (iv) as to the Master LLC Subsidiaries, all Persons who are vested with all or any portion of investing inthe membership or partnership interests of the Master LLC Subsidiaries, owning (v) as to the Master LLC Properties, all Persons who are vested with all or any portion of a fee or leasehold interest in the Master LLC Properties, and operating real estate (vi) as to the Personal Property, all Persons who have an ownership interest in the Personal Property. Seller shall deliver to Purchaser a revised Exhibit A not later than fifteen (15) days prior to Closing which shall account for the benefit of its shareholdersall approved Master LLC Transfers.

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval The Board of Directors of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder ApprovalsCompany and Lodging have approved this Agreement, the "Shareholder Approvals"), to consummate Transaction Agreement and the transactions contemplated by this Agreement to which EQR is a partyhereby and thereby. The execution and delivery of this Agreement and the Transaction Agreement by EQR the Company and Lodging and the consummation by EQR the Company and Lodging of the transactions contemplated by this Agreement to which EQR is a party and the Transaction Agreement have been duly authorized by all necessary action on the part of EQRthe Company and Lodging. Each of the Company and Lodging has the requisite power and authority to enter into this Agreement and the Transaction Agreement and execute, except for deliver and subject to perform its obligations under this Agreement and the EQR Shareholder ApprovalsTransaction Agreement. This Agreement has and the Transaction Agreement have been duly executed and delivered by EQR the Company and constitutes a Lodging, and (assuming the valid authorization, execution and delivery of this Agreement and the Transaction Agreement by Purchaser) this Agreement and the Transaction Agreement constitute valid and binding obligation obligations of EQRthe Company and Lodging, enforceable against EQR the Company and Lodging in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' rights and rights, general principles of equityequity and equitable limitations on the availability of specific remedies. (b) Except as set forth in Schedule 3.5 to Section 3.2(b) of the EQR Company -------------- Disclosure Letter, the execution and delivery of this Agreement by EQR do the Company and Lodging does not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR Lodging, the Company or any EQR Company Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as of Lodging, the case may be) Company and/or any of any other EQR Subsidiarythe Company Subsidiaries, each as amended or supplemented to the date of this Agreementsupplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets Material Contracts including the HPT Agreements or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR Lodging, the Company or any EQR Subsidiary Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other Governmental Entity Authority, is required by or with respect to EQR on behalf of Lodging, the Company, or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company and Lodging or the consummation by EQR of any the Company and Lodging of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or materially delay in any material respect the consummation of any of the transactions contemplated by this Agreement Agreement, or otherwise prevent EQR the Company or Lodging from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectrespect. (c) For purposes The Board of determining compliance Directors of each Merging Subsidiary have approved this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by each Merging Subsidiary and the consummation by each Merging Subsidiary of each of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of each Merging Subsidiary. Each Merging Subsidiary has the requisite power and authority to enter into this Agreement and execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each of the Merging Subsidiaries and constitutes a valid and binding obligation of the Merging Subsidiaries in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights, general principles of equity and equitable limitations on the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act availability of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholdersspecific remedies.

Authority; Noncontravention; Consents. (a) EQR Each of the Operating Partnership and each member of the Mendik Group has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement to which EQR it is a party. The execution and delivery of this Agreement by EQR each of the Operating Partnership and each member of the Mendik Group and the consummation by EQR each of them of the transactions contemplated by this Agreement to which EQR it is a party have been duly authorized by all necessary corporate, partnership or other action on the part of EQR, except for and subject to the EQR Shareholder Approvalseach of them. This Agreement has been duly executed and delivered by EQR each of the Operating Partnership and each member of the Mendik Group and constitutes a valid and binding obligation of EQReach of the Operating Partnership and each member of the Mendik Group, enforceable against EQR each of them in accordance with and subject to its terms, subject to except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, moratorium bankruptcy or insolvency laws (or other similar laws relating to affecting creditors' rights and generally) or (ii) general principles of equity. (b) . Except for Partner Consents and as set forth in Schedule 3.5 SCHEDULE 3.2(D) to the EQR Mendik Disclosure Letter, the execution and delivery of this Agreement by EQR each of the Operating Partnership and each member of the Mendik Group do not, and the consummation of the transactions contemplated by this Agreement to which EQR the Operating Partnership or any member of the Mendik Group (as the case may be) is a party and compliance by EQR each of the Operating Partnership and each member of the Mendik Group with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Operating Partnership, any member of the Mendik Group, any Property Partnership or any EQR Subsidiary Property-Owning Entity under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or applicable organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiaryof them, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR the Operating Partnership, any member of the Mendik Group, any Property Partnership or any EQR Subsidiary Property-Owning Entity or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR the Operating Partnership, any member of the Mendik Group, any Property Partnership or any EQR Subsidiary Property-Owning Entity or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have an EQR a Mendik Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR the Operating Partnership or any EQR Subsidiary member of the Mendik Group, in connection with the execution and delivery of this Agreement or the consummation by EQR the Operating Partnership or any member of the Mendik Group, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii1) such filings as may be required in connection with the payment of any transfer and gains taxes Transfer Taxes and (iv2) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities "blue sky" laws of the State of Maryland various states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or havenot, individually or in the aggregate, an EQR have a Mendik Material Adverse EffectEffect or prevent the consummation of the Transactions. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Such Shareholder has the requisite full and absolute right, capacity, power and authority to enter into this Agreement and, subject and each Related Document to the requisite shareholder approval of the Merger (the "EQR which such Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by is or will be a party; this Agreement and each Related Document to which EQR such Shareholder is or will be a party. The party has been, or upon the execution and delivery of this Agreement by EQR thereof will be, duly and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly validly executed and delivered by EQR such Shareholder; and constitutes a this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of EQRsuch Shareholder, enforceable against EQR such Shareholder in accordance with and subject to its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, moratorium fraudulent conveyance or other similar insolvency laws relating to affecting creditors' rights and general principles of equitygenerally. (b) Except as set forth in Schedule 3.5 to None of the EQR Disclosure Letterexecution, the execution and delivery or performance by such Shareholder of this Agreement by EQR do not, and or the Related Documents to which such Shareholder is or will be a party nor the consummation of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby nor compliance by EQR such Shareholder with any of the provisions of this Agreement hereof or thereof will not, (i) conflict with, or result in any violation of of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a any right of termination, amendment, cancellation or acceleration of any material obligation obligations contained in or to the loss of a material any benefit under, any term, condition or result in the creation provision of any Lien upon Contract to which such Shareholder is a party, or by which such Shareholder or its assets may be bound, except for any of the properties conflict, violation, default, termination, amendment, cancellation or assets of EQR acceleration that is not material, or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) violate any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license Law applicable to EQR such Shareholder, which conflict or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) violation could prevent the consummation of the transactions contemplated by this Agreement. No consentAgreement or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, approval, order rights or authorization ofproperties of such Shareholder, or registrationon or against any capital stock of the Company, declaration or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated --------------- by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Entity Person (governmental or private) is required by or with respect to EQR or any EQR Subsidiary in connection with the execution, delivery and performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party or the consummation by such Shareholder of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to --------------- or the consummation bound by EQR of any of the transactions contemplated by this Agreementagreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) Company is a party and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Articles of Merger by Company at or immediately after the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.Effective Time. ARTICLE IV

Authority; Noncontravention; Consents. (a) EQR Each of the Purchaser and Acquisition Sub has all the requisite corporate power and authority to enter into this Agreement andAgreement, subject each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the requisite shareholder approval terms and conditions of this Agreement, each Related Document to which the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the Purchaser or Acquisition Sub is a party and all transactions contemplated by this Agreement hereby and thereby and to which EQR is a partyperform its obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement by EQR and each Related Document to which it is a party and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of EQRsuch Person, except for and subject this Agreement and each Related Document to which the EQR Shareholder Approvals. This Agreement Purchaser or Acquisition Sub is a party has been duly and validly executed and delivered by EQR such Person and constitutes a is the valid and binding obligation of EQRsuch Person, enforceable against EQR such Person in accordance with and subject to its terms, subject to except as such enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar laws relating to creditors' Laws affecting creditor's rights and generally or by general principles of equity. (b) Except as set forth in Schedule 3.5 to Neither the EQR Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement by EQR do not, and the Related Documents to which the Purchaser or Acquisition Sub is a party nor the consummation by the Purchaser and Acquisition Sub of the transactions contemplated by this Agreement to which EQR is a party and hereby or thereby nor compliance by EQR the Purchaser and Acquisition Sub with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation of violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation contained in or to the loss of a any material benefit under, or result in the creation of any Lien Encumbrance upon any asset of the Purchaser or Acquisition Sub under any term, condition or provision of its Fundamental Documents, or, except as set forth on SCHEDULE 7.2 of the Disclosure Letter, any Contract to which such Person is a party or by which any of its properties or assets of EQR are bound, or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to EQR the Purchaser or Acquisition Sub or any EQR Subsidiary or their respective properties or assetsof its properties, other thanwhich, in the case of clause (ii) or (iii)each case, any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No hereby. (c) Except as set forth on SCHEDULE 7.2 of the Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to EQR or any EQR Subsidiary in connection with the execution execution, delivery and delivery performance by the Purchaser or Acquisition Sub of this Agreement or the Related Documents to which it is a party or the consummation by EQR of any of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or madein each case, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effecthereby. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement andand the Transaction Documents to which it is (or shall be) a party, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), perform its obligations hereunder and thereunder and to consummate the transactions contemplated Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which EQR it is (or shall be) a party, the performance of its obligations hereunder and thereunder and the consummation of the Transactions have been duly authorized by all necessary corporate approval by the Company Board. The This Agreement and the Transaction Documents to which it is (or shall be) a party have been (or shall be) duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by EQR and the consummation by EQR of other parties thereto, constitute (or shall constitute) the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, the Company enforceable against EQR the Company in accordance with their respective terms subject only to the effect, if any, of (i) applicable bankruptcy, insolvency and other similar Applicable Law affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies ((i) and (ii) collectively, “Enforceability Exceptions”). The Company Board, by unanimous resolutions duly adopted (and not thereafter modified or rescinded), has (A) approved this Agreement and the Transaction Documents to which the Company is (or shall be) a party, as applicable, and approved the Share Purchase and the other Transactions and determined that this Agreement, such Transaction Documents and the Transactions, including the Share Purchase, upon the terms and subject to its termsthe conditions set forth herein, subject is advisable, fair to applicable bankruptcyand in the best interests of the Company, insolvency(B) approved this Agreement and such Transaction Documents in accordance with the provisions of Applicable Law and the Articles of Organization, moratorium or other similar laws relating to creditors' rights and general principles (C) directed that the adoption of equitythis Agreement and approval of the Share Purchase. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by the Company of this Agreement by EQR do and the Transaction Documents to which it is (or shall be a party) does not (and shall not), and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with Transactions shall not, (i) result in the provisions creation of this Agreement will notany Encumbrance, other than Permitted Encumbrances, on any of the properties, rights or assets of the Company or any of the Share Capital, (ii) contravene, conflict with, or result in any violation of or default under the terms of (with or without notice or lapse of time, or both) under), or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, or require any consent, approval or waiver from or notice to any Person pursuant to, or give rise to a right of termination, modification, cancellation or acceleration of any material obligation or to loss of a material any benefit under, or result in the creation of (A) any Lien upon any provision of the properties or assets Articles of EQR Organization or any EQR Subsidiary underresolution adopted by the Company Board, (iB) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this AgreementMaterial Contract, (iiC) any loan Applicable Law, or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or (D) any EQR Subsidiary or their respective properties or assets Governmental Authorization or (iii) subject give any Governmental Entity or other Person the right to challenge any of the governmental filings and other matters referred Transactions or to in the following sentenceexercise any remedy or obtain any relief under, any Laws applicable to EQR Applicable Law or any EQR Subsidiary Order to which the Company or their respective properties or any of the assets, other thanrights or properties owned or used by the Company, is subject. (c) Other than as disclosed in the case of clause (iiSchedule 2.3(c) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to EQR or any EQR Subsidiary the Company in connection with the execution and delivery by the Company of this Agreement or the consummation by EQR of any of the transactions contemplated by this AgreementTransaction Documents to which it is (or shall be) a party, except for (i) the filing with the SEC performance of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter its obligations hereunder or (B) as may be required under (x) federal, state thereunder or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse EffectTransactions. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Purchaser has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Purchaser, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of EQR, except for and subject Purchaser or its stockholders is necessary to authorize any of the EQR Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by EQR Purchaser and constitutes a constitute the valid and binding obligation of EQRPurchaser, enforceable against EQR Purchaser in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and general principles or articles of equityincorporation or by laws. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Purchaser with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Purchaser under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarybylaws, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection (c) below, any Laws applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Purchaser from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary Purchaser in connection with the execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser to which it is a party or the consummation by EQR Purchaser of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B5.2(c) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectattached hereto. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR Subject to obtaining the approval of the Board of Directors of the Purchaser, Purchaser has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Purchaser, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which EQR is a partyhereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser and the consummation by EQR it of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of EQRPurchaser or its stockholders is necessary to authorize any of the foregoing, except for and subject obtaining the approval of the Purchaser's board of directors. Subject to obtaining the EQR Shareholder Approvals. This approval of the Board of Directors of the Purchaser, this Agreement has been been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by EQR Purchaser and constitutes a constitute the valid and binding obligation of EQRPurchaser, enforceable against EQR Purchaser in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and rights, general principles of equityequity or articles of incorporation or by laws. (b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by EQR Purchaser do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party hereunder and thereunder and compliance by EQR Purchaser with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a penalty, or a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, Purchaser under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiarybylaws, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection (c) below, any Laws applicable to EQR Purchaser or any EQR Subsidiary or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have an EQR Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Purchaser from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to EQR or any EQR Subsidiary Purchaser in connection with the execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser to which it is a party or the consummation by EQR Purchaser of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC of (x) the Registration Statement (as defined in Section 5.1) and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger by the Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 to the EQR Disclosure Letter or (B5.2(c) as may be required under (x) federal, state or local environmental laws or (y) the securities laws of the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR Material Adverse Effectattached hereto. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) EQR The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of this Agreement by the Merger vote of the holders of the Common Stock required to approve this Agreement and the transactions contemplated hereby (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder ApprovalsCOMPANY SHAREHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which EQR the Company is a party. The execution and delivery of this Agreement by EQR the Company and the consummation by EQR the Company of the transactions contemplated by this Agreement to which EQR the Company is a party have been duly authorized by all necessary corporate action on the part of EQRthe Company, except for and subject to approval of this Agreement pursuant to the EQR Company Shareholder Approvals. This Agreement has been duly executed and delivered by EQR the Company and constitutes a valid and binding obligation of EQRthe Company, enforceable against EQR the Company in accordance with and subject to its terms. Except for approval of the amendments to the Operating Partnership Agreement or approval of the Operating Partnership Transaction, subject to applicable bankruptcyas the case may be, insolvency, moratorium contemplated under Section 1.4 or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.5 SCHEDULE 3.1(d) to the EQR Company Disclosure Letter, the execution and delivery of this Agreement by EQR the Company do not, and the consummation of the transactions contemplated by this Agreement to which EQR the Company is a party and compliance by EQR the Company with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR the Company or any EQR Company Subsidiary under, (i) the Amended Articles of Amendment and Restated Declaration Restatement of Trust Articles of Incorporation or the Amended and Restated Bylaws of EQR the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Company Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to EQR the Company or any EQR Company Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") applicable to EQR the Company or any EQR Subsidiary Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have an EQR a Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to EQR the Company or any EQR Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by EQR of any the Company of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), to the extent applicable, (ii) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the Registration Statement approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (as defined in Section 5.1amended or supplemented from time to time, the "PROXY STATEMENT") and (y) such reports under Section 13 (a13(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiii) the acceptance for record filing of the Articles of Merger by with the DepartmentSDAT and the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiiv) such filings as may be required in connection with the payment of any transfer Transfer and gains taxes Gains Taxes (as defined below) and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.5 SCHEDULE 3.1(d) to the EQR Company Disclosure Letter or Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the securities "blue sky" laws of the State of Maryland various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent EQR the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an EQR a Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.