Common use of Permitted Holdings Clause in Contracts

Permitted Holdings. Borrower's primary business will be the ownership, operation and development of Office Properties and Parking Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and value, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's ’s primary business will be the ownership, operation and development of Office Properties and Parking Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and value, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's ’s Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Properties manufactured home communities and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the following Permitted Holdings if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value of for Borrower unless, in either case, as a greater percentage is approved by the Majority Banks whole and (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage ii) the value of Unimproved Assets each such Permitted Holding, whether held directly or indirectly by Borrower and interests its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Manufactured Home Community Property (other than cash or Cash Equivalents) 10% Land 5% Securities issued by real estate investment trusts primarily engaged in the development, ownership, operation and management of manufactured home communities 5% Manufactured Home Community Mortgages other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as investments in real estate under GAAP 10% Manufactured Home Community Ownership Interests other than Controlled Ownership Interests 10% Development Activity 10% Taxable REIT Subsidiaries Subsidiary Interests 5% The value of the foregoing categories of Permitted Holdings shall be calculated as follows: (i) the value of any Non-Manufactured Home Community Property (other than cash or Cash Equivalents) or any Manufactured Home Community Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Land or any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of manufactured home communities shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); (iii) the value of any Taxable REIT Subsidiary Interest shall be the acquisition or investment cost thereof; (iv) the value of any Manufactured Home Community Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Agent).

Permitted Holdings. Borrower's ’s primary business will be the ownership, operation and development of Office Properties and Parking Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and valuethereof, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's ’s Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Designated Use Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the following Permitted Holdings if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value of for Borrower unless, in either case, as a greater percentage is approved by the Majority Banks whole and (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage ii) the value of Unimproved Assets each such Permitted Holding, whether held directly or indirectly by Borrower and interests its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Designated Use Property (other than cash or Cash Equivalents) 10% Securities issued by real estate investment trusts primarily engaged in Taxable REIT the development, ownership, operation and management of Designated Use Properties 5% Designated Use Property Mortgages other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as investments in real estate under GAAP 10% Designated Use Property Ownership Interests other than Controlled Ownership Interests 10% Development Activity 20% The value of the foregoing categories of Permitted Holdings shall be calculated as follows: (i) the value of any Non-Designated Use Property (other than cash or Cash Equivalents) or any Designated Use Property Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of Designated Use Properties shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Lender); (iii) [intentionally deleted]; (iv) the value of any Designated Use Property Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Lender).

Permitted Holdings. Borrower's Xxxxxxxx’s primary business will be the ownership, operation and development of Office Properties and Parking Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, Borrower exceeds, at any time time, ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and valuevalue thereof, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Xxxxxxxx’s Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's and EQR's primary business will be the ownership, operation and development of Office Properties and Parking Properties multifamily residential property and any other business activities of Borrower Borrower, EQR and its Subsidiaries of either or both will remain incidental thereto. Notwithstanding the foregoing, Borrower Borrower, EQR and its 92 Subsidiaries of either or both may acquire or maintain the following Permitted Holdings if and so long as (x) the aggregate value of Permitted Holdings, together with the Permitted Holdings described in subsections (h) and (i) above, whether held directly or indirectly (but without duplication) by Borrower Borrower, EQR and/or their Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Gross Asset Value of Borrower unless and EQR as a greater percentage is approved by whole and (y) the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assetseach such Permitted Holding, whether held directly or indirectly by Borrower, exceedsEQR or the Subsidiaries of either or both, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceedsdoes not exceed, at any time, twenty percent (20%) the following percentages of Total Gross Asset Value of Borrower unless, in either case, a greater percentage is approved and EQR: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Multifamily Residential Property (other than Cash or Cash Equivalents) 10% Securities (other than Cash and Cash Equivalents or Multifamily Residential Property Mortgages or Multifamily Residential Property Partnership Interests) 5% Multifamily Residential Property Mortgages (other than Mortgages issued by the Majority Banks Borrower or any Subsidiary of Borrower) 10% Multifamily Residential Property Partnership Interests (which approval shall not be unreasonably withheldincluding military housing) (other than interests in any Person at least 95% owned directly or indirectly by EQR and/or Borrower and EQR's partnership interest in the Borrower 20% Military Housing 5% or $250,000,000, conditioned or delayed). whichever is less For purposes of calculating the foregoing percentage percentages the value for Non-multifamily Residential Property, Multifamily Residential Property Mortgages and Securities shall be equal to the lesser of (a) the acquisition cost thereof or (b) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Administrative Agent); and the value of any Military Housing shall be equal to the total contributions made by the Borrower or EQR to any Military Housing Affiliate, together with the amount of any unfunded obligations of the Borrower or EQR to make additional equity contributions to such entity and the amount of any Contingent Obligations which are recourse to the Borrower or EQR guaranteeing any obligation of such Military Housing Affiliate (other than guarantees of Customary Non-Recourse Carve-Outs; PROVIDED FURTHER, that for purposes of calculating Multifamily Residential Property Partnership Interests pursuant to this SECTION 5.8(j), (i) a Down REIT (or a wholly-owned Subsidiary thereof) shall be deemed to be wholly-owned by Borrower; and (ii) value of Multifamily Residential Property Partnership Interests (except where the underlying Property is Unimproved Assets and interests in Taxable REIT Subsidiaries or Raw Land) shall be calculated based upon equal to a fraction, the lower numerator of which is Borrower's or EQR's pro rata level of Net Operating Income from the applicable Permitted Holdings and the denominator of which is the FMV Cap Rate, and, where the underlying Property is Unimproved Assets or Raw Land, the value shall be determined in the same manner provided in parts (v), (vi), (vii) and (viii) of the cost thereof and value, determined in accordance with GAAP; provided that, in the case definition of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentagesAdjusted Asset Value.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Designated Use Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the Permitted Holdings if and so long as the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value for Borrower as a whole. The value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks Permitted Holdings shall be calculated as follows: (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage i) the value of Unimproved Assets and interests in Taxable REIT Subsidiaries any Non-Designated Use Property (other than cash or Cash Equivalents) or any Designated Use Property Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of Designated Use Properties shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Lender); (iii) [intentionally deleted]; (iv) the value of any Designated Use Property Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Lender).

Permitted Holdings. Borrower's primary business will be the ownership, operation and development of Office Properties and Parking Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, Borrower exceeds, at any time time, ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and valuevalue thereof, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Designated Use Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the following Permitted Holdings if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value of for Borrower unless, in either case, as a greater percentage is approved by the Majority Banks whole and (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage ii) the value of Unimproved Assets each such Permitted Holding, whether held directly or indirectly by Borrower and interests its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Designated Use Property (other than cash or Cash Equivalents) 10% Securities issued by real estate investment trusts primarily engaged in Taxable REIT the 5% development, ownership, operation and management of Designated Use Properties Designated Use Property Mortgages other than mortgage indebtedness which is 10% either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as investments in real estate under GAAP Designated Use Property Ownership Interests other than Controlled Ownership 10% Interests Development Activity 20% The value of the foregoing categories of Permitted Holdings shall be calculated as follows: (i) the value of any Non-Designated Use Property (other than cash or Cash Equivalents) or any Designated Use Property Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of Designated Use Properties shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); (iii) [intentionally deleted]; (iv) the value of any Designated Use Property Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Agent).

Permitted Holdings. Borrower's primary business will not be substantially different from that conducted by Borrower on the Closing Date and shall include the ownership, operation and development of Office Properties and Parking Properties Real Property Assets and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long as the aggregate value of Permitted HoldingsHoldings (excluding Foreign Property Interests that are not Development Activity), whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); , provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets (excluding Foreign Property Interests) if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, Borrower exceeds, at any time ten time, seven and one-half percent (107.50%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower unless, in either case, unless a greater percentage is approved by the Majority Required Banks (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage percentage, the value of Unimproved Assets and interests in Taxable REIT Subsidiaries shall be calculated based upon the lower of the cost thereof and valuebook value thereof, determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Designated Use Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the Permitted Holdings if and so long as the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value for Borrower as a whole. The value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks Permitted Holdings shall be calculated as follows: (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage i) the value of Unimproved Assets and interests in Taxable REIT Subsidiaries any Non-Designated Use Property (other than cash or Cash Equivalents) or any Designated Use Property Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of Designated Use Properties shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); (iii) the value of any Designated Use Property Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (iv) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (v) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Agent).

Permitted Holdings. Borrower's and EQR's primary business will be the ownership, operation and development of Office Properties and Parking Properties multifamily residential property and any other business activities of Borrower Borrower, EQR and its Subsidiaries of either or both will remain incidental thereto. Notwithstanding the foregoing, Borrower Borrower, EQR and its Subsidiaries of either or both may acquire or maintain the following Permitted Holdings if and so long as (i) the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does not exceed, at any time, twenty-five percent together with the Permitted Holdings described in subsections (25%h) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assetsabove, whether held directly or indirectly (but without duplication) by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT EQR and/or their Subsidiaries, whether held directly or indirectly by Borrower exceedsdoes not exceed, at any time, twenty percent (20%) of Total Gross Asset Value of Borrower unlessand EQR as a whole and (ii) the value of each such Permitted Holding, whether held directly or indirectly by Borrower, EQR or the Subsidiaries of either or both, does not exceed, at any time, the following percentages of Gross Asset Value of Borrower and EQR: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Multifamily Residential Property (other than Cash or Cash Equivalents) 10% Securities (other than Cash and Cash Equivalents) 5% Multifamily Residential Property Mortgages (other than Mortgages in either casefavor of the Borrower) 10% Multifamily Residential Property Partnership Interests 15% (other than interests in any Person wholly-owned by EQR and/or Borrower, EQR's partnership interest in the Borrower or Borrower's or EQR's partnership interests in Evxxx Xixxxxxxxx Xesidential, L.P. a greater percentage is approved Delaware limited partnership ("Evxxx Xixxxxxxxx"), or Borrower's or EQR's indirect interest in any Person wholly-owned directly or indirectly by the Majority Banks (which approval shall not be unreasonably withheld, conditioned Evxxx Xixxxxxxxx xnd/or delayed). EQR) For purposes of calculating the foregoing percentage percentages the value of Unimproved Assets and interests in Taxable REIT Subsidiaries each category shall be calculated based upon in the lower manner that Gross Asset Value is determined; PROVIDED, HOWEVER, that the Gross Asset Value for Securities shall be equal to the lesser of (a) the acquisition cost thereof and value, or (b) the current market value thereof (such market value to be determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentagesa manner reasonably acceptable to Administrative Agent).

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Properties manufactured home communities and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, maintain or maintain engage in 57 the following "Permitted Holdings Holdings" if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value of for Borrower unless, in either case, as a greater percentage is approved by the Majority Banks whole and (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage ii) the value of Unimproved Assets each such Permitted Holding, whether held directly or indirectly by Borrower and interests in its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage of Permitted Holdings Gross Asset Value ------------------ ----------------- Non-Manufactured Home Community Property (other than cash or Cash Equivalents) 10% Taxable REIT Subsidiary Interests 5% Land 5% Securities issued by real estate investment trusts primarily engaged in the development, ownership, operation and management of manufactured home communities 5% Manufactured Home Community Mortgages other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as investments in real estate under GAAP 10% Manufacturing Home Community Ownership Interests other than Controlled Ownership Interests 10% Development Activity 10% The value of the foregoing categories of Permitted Holdings shall be calculated as follows: (i) the value of any Non-Manufactured Home Community Property (other than cash or Cash Equivalents) or any Manufactured Home Community Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Land or any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of manufactured home communities shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); (iii) the value of any Taxable REIT Subsidiary Interest shall be the acquisition or investment cost thereof; (iv) the value of any Manufactured Home Community Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Agent).

Permitted Holdings. Borrower's primary business will be the ownership, operation and development of Office Properties and Parking Properties manufactured home communities and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, maintain or maintain engage in the following "Permitted Holdings Holdings" if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value for Borrower as a whole and (ii) the value of each such Permitted Holding, whether held directly or indirectly by Borrower unlessand its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage of Permitted Holdings Gross Asset Value ------------------ ----------------- Non-Manufactured Home Community Property (other than cash or Cash Equivalents) 10% Land 5% Securities issued by real estate investment trusts primarily engaged in the development, ownership and management of manufactured home communities 5% Manufactured Home Community Mortgages other than mortgage indebtedness which is either caseeliminated in the consolidation of the REIT, a greater percentage is approved by Borrower and the Majority Banks (which approval shall not be unreasonably withheld, conditioned Subsidiaries or delayed). accounted for as investments in real estate under GAAP 10% Manufacturing Home Community Partnership Interests other than Controlled Partnership Interests 10% Development Activity 10% For purposes of calculating the foregoing percentage percentages the value of Unimproved Assets and interests in Taxable REIT Subsidiaries each category shall be calculated based upon in the lower manner that Gross Asset Value is determined; provided, however, that the Gross Asset Value for Land and Securities shall be equal to the lesser of the (a) acquisition cost thereof and value64 or (b) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); provided, further, that the Gross Asset Value of Development Activity shall be determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentages.

Permitted Holdings. Borrower's primary business will be the ownership, operation operation, management and development of Office Properties and Parking Designated Use Properties and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire acquire, or maintain or engage in the following Permitted Holdings if and so long as (i) the aggregate value of such Permitted Holdings, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Gross Asset Value of for Borrower unless, in either case, as a greater percentage is approved by the Majority Banks whole and (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the foregoing percentage ii) the value of Unimproved Assets each such Permitted Holding, whether held directly or indirectly by Borrower and interests its Subsidiaries, does not exceed, at any time, the following percentages of Borrower's Gross Asset Value: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Designated Use Property (other than cash or Cash Equivalents) 10% Securities issued by real estate investment trusts primarily engaged in Taxable REIT the development, 5% ownership, operation and management of Designated Use Properties Designated Use Property Mortgages other than mortgage indebtedness which is either 10% eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as investments in real estate under GAAP Designated Use Property Ownership Interests other than Controlled Ownership Interests 10% Development Activity 20% The value of the foregoing categories of Permitted Holdings shall be calculated as follows: (i) the value of any Non-Designated Use Property (other than cash or Cash Equivalents) or any Designated Use Property Ownership Interest (other than a Controlled Ownership Interest) shall be calculated based upon its Adjusted Asset Value; (ii) the lower value of any Security issued by a real estate investment trust primarily engaged in the development, ownership, operation and management of Designated Use Properties shall be equal to the lesser of (A) the acquisition cost thereof or (B) the current market value thereof (such market value to be determined in a manner reasonably acceptable to Agent); (iii) [intentionally deleted]; (iv) the value of any Designated Use Property Mortgage (other than mortgage indebtedness which is either eliminated in the consolidation of the REIT, Borrower and the Subsidiaries or accounted for as an investment in real estate under GAAP) shall be equal to the book value thereof; (v) the value of Development Activity by Borrower or any Subsidiary shall be equal to the full budgeted cost thereof thereof; and value, determined in accordance with GAAP; provided that, in (vi) the case value of any Unimproved Assets held Development Activity by an Investment Affiliate, only Affiliate shall be equal to the greater of (A) Borrower's Share pro rata share of the full budgeted cost thereof based upon its percentage of equity ownership, or value (B) Borrower's pro rata share of such Unimproved Assets shall be used the full budgeted cost thereof based upon Borrower's economic interest in calculating the foregoing percentagesproject (as determined by Borrower in a manner reasonably satisfactory to Agent).

Permitted Holdings. Borrower's primary business will be the ownership, operation and development of Office Properties and Parking Properties multifamily residential property and any other business activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries may acquire or maintain the following Permitted Holdings if and so long as (i) the aggregate value of Permitted Holdings, together with the Permitted Holdings described in subsections (h) and (i) above, whether held directly or indirectly by Borrower and its Subsidiaries, does not exceed, at any time, twenty-twenty five percent (25%) of Total Gross Asset Value of Borrower unless a greater percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire or maintain (i) Unimproved Assets if as a whole and to the extent that the aggregate value of Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent that the aggregate value of interests in Taxable REIT Subsidiarieseach such Permitted Holding, whether held directly or indirectly by Borrower exceedsor its Subsidiaries, does not exceed, at any time, twenty percent (20%) the following percentages of Total Gross Asset Value of Borrower unless, in either case, a greater percentage is approved by the Majority Banks and its Subsidiaries: Maximum Percentage Permitted Holdings of Gross Asset Value ------------------ -------------------- Non-Multifamily Residential Property (which approval shall not be unreasonably withheld, conditioned other than Cash or delayed). Cash Equivalents) 10% Securities 5% Multifamily Residential Property Mortgages 10% Multifamily Residential Property Partnership Interests 10% For purposes of calculating the foregoing percentage percentages the value of Unimproved Assets and interests in Taxable REIT Subsidiaries each category shall be calculated based upon in the lower manner that Gross Asset Value is determined; provided, however, that the Gross Asset Value for Securities shall be equal to the lesser of (a) the acquisition cost thereof and value, or (b) the current market value thereof (such market value to be determined in accordance with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate, only Borrower's Share of the cost or value of such Unimproved Assets shall be used in calculating the foregoing percentagesa manner reasonably acceptable to Lead Agent).