Common use of Representations, Warranties and Agreements of the Transaction Entities Clause in Contracts

Representations, Warranties and Agreements of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to, and agree with, the Agents, the Forward Sellers and the Forward Purchasers on and as of (i) the date hereof, (ii) each date on which EQR delivers a Transaction Proposal, (iii) each date on which the Transaction Entities execute and deliver a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act that has been filed with the Commission not earlier than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of EQR and ERP, no proceeding for that purpose or pursuant to Section 8A of the Act against EQR or ERP or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by EQR or ERP; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby comply with, the requirements of Rule 415 under the Act (including,

Representations, Warranties and Agreements of the Transaction Entities. Each of EQR and ERPthe Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, the Agents, the Forward Sellers and the Forward Purchasers on and as of (i) the date hereof, (ii) each date on which EQR delivers a Transaction Proposal, (iii) each date on which the Transaction Entities execute and deliver a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Registration Statement is an “automatic shelf A registration statement” as defined under Rule 405 statement on Form S-3 (No. 333-43267 and any amendments thereto, with respect to one or more series of debt securities of the Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States Securities Act that has of 1933, as amended (the "Securities 2 Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission not earlier than three years prior under the Securities Act and (iii) become effective under the Securities Act; and the indenture, dated as of October 24, 1997 as supplemented to the date hereofhereof (the "Indenture"), between the Operating Partnership and The First National Bank of Chicago, as trustee (the "Trustee") has been qualified, and the Third Supplemental Indenture, to be dated as of April 20, 1999, between the Operating Partnership and the Trustee (the "Supplemental Indenture"), pursuant to which the Notes shall be issued, will be qualified, under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Copies of such registration statements and any amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means, for such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; there is no order preventing "Effective Date" means, for such registration statement, the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or suspending amendments thereto, before it became effective under the use Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means the registration statement, as amended at the respective Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such registration statement as of the respective Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectusa Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, andas amended (the "Exchange Act"). For purposes of this Agreement, all references to the knowledge Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of EQR and ERP, no proceeding for that purpose or the foregoing shall be deemed to include the copy filed with the Commission pursuant to Section 8A of the Act against EQR or ERP or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by EQR or ERP; the Registration Statement complied when it initially became effectiveits Electronic Data Gathering, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering Analysis and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby comply with, the requirements of Rule 415 under the Act Retrieval system (including,"EDGAX").

Representations, Warranties and Agreements of the Transaction Entities. Each of EQR and ERPthe Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, the Agents, the Forward Sellers and the Forward Purchasers on and as of (i) the date hereof, (ii) each date on which EQR delivers a Transaction Proposal, (iii) each date on which the Transaction Entities execute and deliver a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The A registration statement on Form S-3 (No. 333-39282) (the "Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 Statement"), and any amendments thereto, with respect to one or more series of debt securities of the Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States Securities Act that has of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission not earlier than three years prior under the Securities Act and (iii) become effective under the Securities Act; and the indenture, dated as of October 24, 1997, as supplemented to the date hereofhereof (the "Indenture"), between the Operating Partnership and Bank One Trust Company, N.A. (as successor to The First National Bank of Chicago), as trustee (the "Trustee"), has been qualified, and the Fifth Supplemental Indenture, to be dated as of March 14, 2001, between the Operating Partnership and the Trustee (the "Supplemental Indenture"), pursuant to which the Notes shall be issued, will be qualified, under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Copies of such registration statement and any amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means, for the Registration Statement, the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; there is no order preventing "Effective Date" means, for the Registration Statement, the date of the Effective Time; "Preliminary Prospectus" means any prospectus included in the Registration Statement, or suspending amendments thereto, before it became effective under the use Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means the Registration Statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such registration statement as of the respective Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectusa Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, andas amended (the "Exchange Act"). For purposes of this Agreement, all references to the knowledge Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of EQR and ERP, no proceeding for that purpose or the foregoing shall be deemed to include the copy filed with the Commission pursuant to Section 8A of the Act against EQR or ERP or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by EQR or ERP; the Registration Statement complied when it initially became effectiveits Electronic Data Gathering, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering Analysis and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby comply with, the requirements of Rule 415 under the Act Retrieval system (including,"EDGAX").

Representations, Warranties and Agreements of the Transaction Entities. Each of EQR and ERPthe Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, the Agents, the Forward Sellers and the Forward Purchasers on and as of (i) the date hereof, (ii) each date on which EQR delivers a Transaction Proposal, (iii) each date on which the Transaction Entities execute and deliver a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Registration Statement is an “automatic shelf A registration statement” as defined under Rule 405 statement on Form S-3 (No. 333-32565), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act that has of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission not earlier than three years prior under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the date hereofand the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; there "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means the prospectus, included in such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement as amended at the respective Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus as supplemented by the Preliminary Prospectus Supplement dated October 14, 1997 (the "Preliminary Prospectus Supplement") and the Final Prospectus Supplement dated October 14, 1997 (the "Prospectus Supplement"), as first filed with the Commission pursuant to paragraph (5) of Rule 424(b) of the Rules and Regulations. Any registration statement (including any amendment or supplement thereto or information which is no order preventing or suspending deemed to be a part thereof) filed by the use Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations ("Rule 462(b) Registration Statement") shall be deemed a part of the Registration Statement, the Prospectus . Any prospectus (including any amendment or any Permitted Free Writing Prospectus, and, supplement thereto or information which is deemed to the knowledge of EQR and ERP, no proceeding for that purpose or pursuant be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to Section 8A be part of the Act against EQR or ERP or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Prospectus. If a Rule 462(b) Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by EQR or ERP; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR is filed in connection with the offering and sale of the Securities as contemplated hereby Shares, the Company will have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complied or will comply with, with the requirements of Rule 415 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus, the Prospectus or any other materials, if any, permitted by the Act (including,which were disclosed to the Underwriters and Underwriters' counsel).

Representations, Warranties and Agreements of the Transaction Entities. Each of EQR and ERPthe Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, the Agents, the Forward Sellers and the Forward Purchasers on and as of (i) the date hereof, (ii) each date on which EQR delivers a Transaction Proposal, (iii) each date on which the Transaction Entities execute and deliver a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Registration Statement is an “automatic shelf A registration statement” as defined under Rule 405 statement on Form S-11 (No. [ ], and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act that has of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission not earlier than three years prior under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the date hereofand the time as of which such registration statement, or the most recent post- effective amendment thereto, if any, was declared effective by the Commission; there "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any registration statement (including any amendment or supplement thereto or information which is no order preventing or suspending deemed to be a part thereof) filed by the use Company to register additional Common Shares under rule 462(b) of the Rules and Regulations ("Rule 462(b) Registration Statement") shall be deemed a part of the Registration Statement, the Prospectus . Any prospectus (including any amendment or any Permitted Free Writing Prospectus, and, supplement thereto or information which is deemed to the knowledge of EQR and ERP, no proceeding for that purpose or pursuant be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to Section 8A be part of the Act against EQR or ERP or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by EQR or ERP; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby comply with, the requirements of Rule 415 under the Act (including,Prospectus.