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

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration 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 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 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 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; "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 deemed to be a part thereof) filed by the 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. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 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 (which were disclosed to the Underwriters and Underwriters' counsel).

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-3256539282) (the "Registration Statement"), and any amendments thereto, with respect to one or more series of debt securities of the Shares Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States Securities Act 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 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 hereof (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 the Representatives of the Underwritersyou. As used in this Agreement, "Effective Time" means means, for the Registration Statement, the date and the time as of which such registration statementthe Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means means, for the Registration Statement, the date of the Effective Time; "Preliminary Prospectus" means the prospectus, any prospectus included in such registration statementthe 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 Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement 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 the 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 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")prospectus, as first filed with the Commission pursuant to paragraph (51) or (4) of Rule 424(b) of the Rules and Regulations. Any registration statement (including any amendment or supplement thereto or information which is deemed reference herein to be a part thereof) filed by the 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. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 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 Prospectus or a Preliminary ProspectusProspectus 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, as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any other materialsamendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, if any, permitted by the Act Analysis and Retrieval system (which were disclosed to the Underwriters and Underwriters' counsel"EDGAX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction EntitiesEQR and ERP, jointly and severally, representsrepresent and warrant to, warrants and agrees thatagree 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) A The Registration Statement is an “automatic shelf registration statement on Form S-3 (No. 333-32565), and any amendments thereto, statement” as defined under Rule 405 of the Act that has been filed with respect the Commission not earlier than three years prior to the Shares 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 (i) been prepared initiated or threatened by the Company 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 conformity all material respects, with the requirements of the Securities Act Act; the conditions to the use 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 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 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; "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 deemed to be a part thereof) filed by the 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. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed Form S-3ASR in connection with the offering and sale of the SharesSecurities as contemplated hereby have been satisfied; the Registration Statement meets, and the Company will have complied or will offering and sale of the Securities as contemplated hereby comply with with, the requirements of Rule 111 415 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 (which were disclosed to the Underwriters and Underwriters' counsel).including,

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof:hereof and as of the Closing Date (as hereinafter defined): (a) A The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-32565113076), and any amendments theretoincluding a prospectus, with respect to relating to, among other securities, the Shares has (i) been prepared by and the Company offering thereof from time to time in conformity accordance with Rule 415 under the requirements of the United States Securities Act of 1933, as amended (the "Securities Act") ). Such registration statement has been declared effective by the Commission. As provided in Section 3(a), a prospectus supplement reflecting the terms of the offering of the Shares and the rules other matters set forth therein has been prepared and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been will be filed with the Commission under the Securities Act and (iii) become effective pursuant to Rule 424 under the Securities Act. Copies Such prospectus supplement, in the form first filed after the Effective Time (as defined below) pursuant to Rule 424, is herein referred to as the "Prospectus Supplement." Such registration statement, as amended at the Effective Time, including the exhibits and schedules thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the "Registration Statement," and the basic prospectus included therein relating to all offerings of securities under the Registration Statement, as supplemented by the Prospectus Supplement, is herein called the "Prospectus," except that, if such registration statement basic prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424, the term "Prospectus" shall refer to the basic prospectus as so amended or supplemented and any amendments thereto have been delivered as supplemented by the Prospectus Supplement, in either case including the documents filed by the Company with the Commission pursuant to you the United States Securities Exchange Act of 1934, as amended (the Representatives of the Underwriters"Exchange Act"), that are incorporated by reference therein. As used in this Agreementherein, "Effective Time" means the date and the time as of which such the aforementioned registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "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 deemed to be a part thereof) filed by the 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. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 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 (which were disclosed to the Underwriters and Underwriters' counsel).Effective

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-32565____________), and any amendments thereto, with respect to the Shares has have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act 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 under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement statements and any amendments thereto have been delivered by the Company to you as the Representatives of the Underwritersyou. As used in this Agreement, "Effective Time" means 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; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means the prospectus, each prospectus included in each 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 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 any documents incorporated 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 deemed to be a part thereof) filed by the 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. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 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 (which were disclosed to the Underwriters and Underwriters' counsel).reference therein at