Exhibit 10.2
GUARANTY OF PAYMENT
GUARANTY OF PAYMENT (this "GUARANTY"), made as of May, 2002, between
EQUITY RESIDENTIAL, a Maryland real estate investment trust, having an address
at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 ("GUARANTOR"),
and BANK OF AMERICA, N.A., having an office at 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000, as administrative agent ("ADMINISTRATIVE AGENT") for
the banks (the "BANKS") party to the Revolving Credit Agreement (as the same may
be amended, modified, supplemented or restated, the "CREDIT AGREEMENT"), dated
as of the date hereof, among ERP Operating Limited Partnership ("BORROWER"), the
Banks, Administrative Agent, JPMorgan Chase Bank, as syndication agent, Bank
One, N.A., as co-syndication agent, Commerzbank AG, New York Branch, as
co-documentation agent, and Wachovia Bank, as co-documentation agent.
W I T N E S S E T H:
WHEREAS, the Banks have agreed to make loans (hereinafter collectively
referred to as the "LOANS") and otherwise extend credit to Borrower in an
aggregate principal amount not to exceed $700,000,000;
WHEREAS, the Loans will be evidenced by certain promissory notes (the
"NOTES") of Borrower made to each of the Banks in accordance with the terms of
the Credit Agreement;
WHEREAS, the Credit Agreement and the Notes and any other documents
executed in connection therewith are hereinafter collectively referred to as the
"LOAN DOCUMENTS";
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Credit Agreement;
WHEREAS, Guarantor is the sole general partner of Borrower; and
WHEREAS, in order further to induce the Administrative Agent and the
Banks to enter into the Loan Documents, Guarantor has agreed to enter into this
Guaranty;
NOW, THEREFORE, in consideration of the premises and the benefits to
be derived from the making of the Loans and the other extensions of credit under
the Credit Agreement by the Banks to Borrower, and in order to induce the
Administrative Agent and the Banks to enter into the Loan Documents, Guarantor
hereby agrees as follows:
1. Guarantor, on behalf of itself and its successors and assigns,
hereby irrevocably, absolutely and unconditionally guarantees the full and
punctual payment when due, whether at stated maturity or otherwise, of all
Obligations of Borrower now or hereafter existing under the Notes and the Credit
Agreement, for principal and/or interest as well as any and all other amounts
due thereunder, including, without limitation, all indemnity obligations of
Borrower thereunder, and any and all reasonable costs and expenses (including,
without limitation, reasonable attorneys' fees and disbursements) incurred by
the Administrative Agent or the Banks in enforcing its or their rights under
this Guaranty (all of the foregoing obligations being the "GUARANTEED
OBLIGATIONS").
2. It is agreed that the Guaranteed Obligations are primary and this
Guaranty shall be enforceable against Guarantor and its successors and assigns
without the necessity for any suit or proceeding of any kind or nature
whatsoever brought by the Administrative Agent or any Bank against Borrower or
its respective successors or assigns or any other party or against any security
for the payment and performance of the Guaranteed Obligations and without the
necessity of any notice of non-payment or non-observance or of any notice of
acceptance of this Guaranty or of any notice or demand to which Guarantor might
otherwise be entitled (including, without limitation, diligence, presentment,
notice of maturity, extension of time, change in nature or form of the
Guaranteed
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Obligations, acceptance of further security, release of further security,
imposition or agreement arrived at as to the amount of or the terms of the
Guaranteed Obligations, notice of adverse change in Borrower's financial
condition and any other fact which might materially increase the risk to
Guarantor), all of which Guarantor hereby expressly waives; and Guarantor hereby
expressly agrees that the validity of this Guaranty and the obligations of
Guarantor hereunder shall in no way be terminated, affected, diminished,
modified or impaired by reason of the assertion of or the failure to assert by
the Administrative Agent or any Bank against Borrower or its respective
successors or assigns, any of the rights or remedies reserved to the
Administrative Agent and the Banks pursuant to the provisions of the Loan
Documents. Guarantor agrees that any notice or directive given at any time to
the Administrative Agent which is inconsistent with the waiver in the
immediately preceding sentence shall be void and may be ignored by the
Administrative Agent and the Banks, and, in addition, may not be pleaded or
introduced as evidence in any litigation relating to this Guaranty for the
reason that such pleading or introduction would be at variance with the written
terms of this Guaranty, unless the Administrative Agent and the Banks have
specifically agreed otherwise in a writing, signed by a duly authorized officer.
Guarantor specifically acknowledges and agrees that the foregoing waivers are of
the essence of this transaction and that, but for this Guaranty and such
waivers, the Administrative Agent and the Banks would decline to execute the
Loan Documents.
3. Guarantor waives, and covenants and agrees that it will not at any
time insist upon, plead or in any manner whatsoever claim or take the benefit or
advantage of, any and all appraisal, valuation, stay, extension,
marshalling-of-assets or redemption laws, or right of homestead or exemption,
whether now or at any time hereafter in force, which may delay, prevent or
otherwise affect the performance by Guarantor of its obligations under, or the
enforcement by the Administrative Agent of, this Guaranty. Guarantor further
covenants and agrees not to set up or claim any defense, counterclaim, offset,
set-off or other objection of any kind to any action,
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suit or proceeding at law, in equity or otherwise, or to any demand or claim
that may be instituted or made by the Administrative Agent other than the
defense of the actual timely payment and performance by Borrower of the
Guaranteed Obligations; provided, however, that the foregoing shall not be
deemed a waiver of Guarantor's right to assert any compulsory counterclaim, if
such counterclaim is compelled under local law or rule of procedure, nor shall
the foregoing be deemed a waiver of Guarantor's right to assert any claim which
would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Administrative Agent or any Bank in any separate action or
proceeding. Guarantor represents, warrants and agrees that, as of the date
hereof, its obligations under this Guaranty are not subject to any
counterclaims, offsets or defenses against the Administrative Agent or any Bank
of any kind.
4. The provisions of this Guaranty are for the benefit of the
Administrative Agent and the Banks and their successors and permitted assigns,
and nothing herein contained shall impair as between Borrower and the
Administrative Agent and the Banks the obligations of Borrower under the Loan
Documents.
5. This Guaranty shall be a continuing, irrevocable, unconditional
and absolute guaranty and the liability of Guarantor hereunder shall in no way
be terminated, affected, modified, impaired or diminished by reason of the
happening, from time to time, of any of the following, although without notice
or the further consent of Guarantor:
(a) any assignment, amendment, modification or waiver of or change in
any of the terms, covenants, conditions or provisions of any of the
Guaranteed Obligations or the Loan Documents or the invalidity or
unenforceability of any of the foregoing; or
(b) any extension of time that may be granted by the Administrative
Agent or any Bank to Borrower, any guarantor, or their respective
successors or assigns, heirs, executors, administrators or personal
representatives; or
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(c) any action which the Administrative Agent or any Bank may take or
fail to take under or in respect of any of the Loan Documents or by reason
of any waiver or, or failure to enforce any of the rights, remedies, powers
or privileges available to the Administrative Agent and the Banks under
this Guaranty or available to the Administrative Agent and the Banks at
law, in equity or otherwise, or any action on the part of the
Administrative Agent or any Bank granting indulgence or extension in any
form whatsoever; or
(d) any sale, exchange, release, or other disposition of any property
pledged, mortgaged or conveyed, or any property in which the Administrative
Agent and/or the Banks have been granted a lien or security interest to
secure any indebtedness of Borrower to the Administrative Agent and/or the
Banks or any impairment or failure to forfeit any security interests
therein; or
(e) any release of any person or entity who may be liable in any
manner for the payment and collection of any amounts owed by Borrower to
the Administrative Agent and/or the Banks; or
(f) the application of any sums by whomsoever paid or however realized
to any amounts owing by Borrower to the Administrative Agent and/or the
Banks under the Loan Documents in such manner as the Administrative Agent
shall determine in its sole discretion; or
(g) Borrower's or any guarantor's voluntary or involuntary
liquidation, dissolution, sale of all or substantially all of their
respective assets and liabilities, appointment of a trustee, receiver,
liquidator, sequestrator or conservator for all or any part of Borrower's
or any guarantor's assets, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or
readjustment, or the commencement of other similar proceedings affecting
Borrower or any guarantor or any of the assets of any of them, including,
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without limitation, (i) the release or discharge of Borrower or any
guarantor from the payment and performance of their respective obligations
under any of the Loan Documents by operation of law, or (ii) the
impairment, limitation or modification of the liability of Borrower or any
guarantor in bankruptcy, or of any remedy for the enforcement of the
Guaranteed Obligations under any of the Loan Documents, or Guarantor's
liability under this Guaranty, resulting from the operation of any present
or future provisions of the Bankruptcy Code or other present or future
federal, state or applicable statute or law or from the decision in any
court; or
(h) any improper disposition by Borrower of the proceeds of the Loans,
it being acknowledged by Guarantor that the Administrative Agent or any
Bank shall be entitled to honor any request made by Borrower for a
disbursement of such proceeds and that neither the Administrative Agent nor
any Bank shall have any obligation to see to the proper disposition by
Borrower of such proceeds.
6. Guarantor agrees that if at any time all or any part of any
payment at any time received by the Administrative Agent or any Bank from
Borrower or Guarantor or any other Person obligated in respect of the Guaranteed
Obligations under or with respect to this Guaranty is or must be rescinded or
returned by the Administrative Agent or any Bank for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy or reorganization of
Borrower or Guarantor or such other Person), then Guarantor's obligations
hereunder shall, to the extent of the payment rescinded or returned, be deemed
to have continued in existence notwithstanding such previous receipt by such
party, and Guarantor's obligations hereunder shall continue to be effective or
be reinstated, as the case may be, as to such payment, as though such previous
payment had never been made.
7. Until this Guaranty is terminated pursuant to the terms hereof,
Guarantor (i) shall have no right of subrogation against Borrower or any entity
comprising
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same by reason of any payments or acts of performance by Guarantor in compliance
with the obligations of Guarantor hereunder; (ii) waives any right to enforce
any remedy which Guarantor now or hereafter shall have against Borrower or any
entity comprising same by reason of any one or more payment or acts of
performance in compliance with the obligations of Guarantor hereunder and (iii)
from and after an Event of Default, subordinates any liability or indebtedness
of Borrower or any entity comprising same now or hereafter held by Guarantor or
any affiliate of Guarantor to the obligations of Borrower under the Loan
Documents. The foregoing, however, shall not be deemed in any way to limit any
rights that Guarantor may have pursuant to the Agreement of Limited Partnership
of Borrower or which it may have at law or in equity with respect to any other
partners of Borrower.
8. Guarantor represents and warrants to the Administrative Agent and
the Banks with the knowledge that the Administrative Agent and the Banks are
relying upon the same, as follows:
(a) as of the date hereof, Guarantor is the sole general partner of
Borrower;
(b) based upon such relationship, Guarantor has determined that it is
in its best interests to enter into this Guaranty;
(c) this Guaranty is necessary and convenient to the conduct,
promotion and attainment of Guarantor's business, and is in furtherance of
Guarantor's business purposes;
(d) the benefits to be derived by Guarantor from Borrower's access to
funds and other credit made possible by the Loan Documents are at least
equal to the obligations undertaken pursuant to this Guaranty;
(e) Guarantor is solvent and has full power and legal right to enter
into this Guaranty and to perform its obligations under the terms hereof
and (i) Guarantor is organized and validly existing
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under the laws of the State of Maryland, (ii) Guarantor has complied with
all provisions of applicable law in connection with all aspects of this
Guaranty, and (iii) the person executing this Guaranty has all the
requisite power and authority to execute and deliver this Guaranty;
(f) to the best of Guarantor's knowledge, there is no action, suit,
proceeding, or investigation pending or threatened against or affecting
Guarantor at law, in equity, in admiralty or before any arbitrator or any
governmental department, commission, board, bureau, agency or
instrumentality (domestic or foreign) which is likely to materially and
adversely affect the property, assets or condition (financial or otherwise)
of Guarantor or which is likely to materially and adversely impair the
ability of Guarantor to perform its obligations under this Guaranty;
(g) the execution and delivery of and the performance by Guarantor of
its obligations under this Guaranty have been duly authorized by all
necessary action on the part of Guarantor and do not (i) violate any
provision of any law, rule, regulation (including, without limitation,
Regulation U or X of the Board of Governors of the Federal Reserve System
of the United States), order, writ, judgment, decree, determination or
award presently in effect having applicability to Guarantor or the
organizational documents of Guarantor, the consequences of which violation
would materially and adversely affect the property, assets or condition
(financial or otherwise) of Guarantor or which is likely to materially and
adversely impair the ability of Guarantor to perform its obligations under
this Guaranty or (ii) violate or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
indenture, agreement or other instrument to which Guarantor is a party, or
by which Guarantor or any of its property is bound, the consequences of
which violation, conflict, breach or default would materially and adversely
affect the property, assets or condition (financial
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or otherwise) of Guarantor or which is likely to materially and adversely
impair the ability of Guarantor to perform its obligations under this
Guaranty;
(h) this Guaranty has been duly executed by Guarantor and constitutes
the legal, valid and binding obligation of Guarantor, enforceable against
it in accordance with its terms except as enforceability may be limited by
applicable insolvency, bankruptcy or other laws affecting creditors' rights
generally or general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law;
(i) no authorization, consent, approval, license or formal exemption
from, nor any filing, declaration or registration with, any Federal, state,
local or foreign court, governmental agency or regulatory authority is
required in connection with the making and performance by Guarantor of this
Guaranty, except those which have already been obtained;
(j) Guarantor is not an "investment company" as that term is defined
in, nor is it otherwise subject to regulation under, the Investment Company
Act of 1940, as amended;
(k) Guarantor is not engaged principally, or as one of its important
activities, in the business of purchasing, carrying, or extending credit
for the purpose of purchasing or carrying any margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System of the United States); and
(l) All of the representations and warranties in the Credit Agreement
concerning Guarantor are true and correct.
9. Guarantor and the Administrative Agent each acknowledge and agree
that this Guaranty is a guarantee of payment and performance and not of
collection and
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enforcement in respect of any obligations which may accrue to the Administrative
Agent and/or the Banks from Borrower under the provisions of any Loan Document.
10. Subject to the terms and conditions of the Credit Agreement, and
in conjunction therewith, the Administrative Agent or any Bank may assign any or
all of its rights under this Guaranty. In the event of any such assignment, the
Administrative Agent shall give Guarantor prompt notice of same. If the
Administrative Agent or any Bank elects to sell all the Loans or participations
in the Loans and the Loan Documents, including this Guaranty, the Administrative
Agent or any Bank may forward to each purchaser and prospective purchaser all
documents and information relating to this Guaranty or to Guarantor, whether
furnished by Borrower or Guarantor or otherwise, subject to the terms and
conditions of the Credit Agreement.
11. Guarantor agrees, upon the written request of the Administrative
Agent, to execute and deliver to the Administrative Agent, from time to time,
any modification or amendment hereto or any additional instruments or documents
reasonably considered necessary by the Administrative Agent or its counsel to
cause this Guaranty to be, become or remain valid and effective in accordance
with its terms, provided, that any such modification, amendment, additional
instrument or document shall not increase Guarantor's obligations or diminish
its rights hereunder and shall be reasonably satisfactory as to form to
Guarantor and to Guarantor's counsel.
12. The representations and warranties of Guarantor set forth in this
Guaranty shall survive until this Guaranty shall terminate in accordance with
the terms hereof.
13. This Guaranty contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements
relating to such subject matter and may not be modified, amended, supplemented
or discharged except by a written agreement signed by Guarantor and the
Administrative Agent (acting
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with the requisite consent of the Banks as provided in the Credit Agreement).
14. If all or any portion of any provision contained in this Guaranty
shall be determined to be invalid, illegal or unenforceable in any respect for
any reason, such provision or portion thereof shall be deemed stricken and
severed from this Guaranty and the remaining provisions and portions thereof
shall continue in full force and effect.
15. This Guaranty may be executed in counterparts which together shall
constitute the same instrument.
16. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, facsimile transmission
followed by telephonic confirmation or similar writing) and shall be addressed
to such party at the address set forth below or to such other address as may be
identified by any party in a written notice to the others:
If to Guarantor: Equity Residential
Two Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
With Copies of
Notices to
Guarantor to: Equity Residential
Two Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: General Counsel
and
Xxxxx Xxxxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
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If to the
Administrative
Agent: Bank of America, N.A.
Structured Debt Group
Mail Code IL1-231-12-16
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx XxXxxxx
With Copies of
Notices to the
Administrative
Agent to: Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxxxx, Esq.
Each such notice, request or other communication shall be effective
(i) if given by facsimile transmission, when such facsimile is transmitted to
the facsimile number specified in this Section and the appropriate facsimile
confirmation is received, (ii) if given by certified or registered mail, return
receipt requested, with first class postage prepaid, addressed as aforesaid,
upon receipt or refusal to accept delivery, (iii) if given by a nationally
recognized overnight carrier, 24 hours after such communication is deposited
with such carrier with postage prepaid for next day delivery, or (iv) if given
by any other means, when delivered at the address specified in this Section.
17. Any acknowledgment or new promise, whether by payment of principal
or interest or otherwise by Borrower or Guarantor, with respect to the
Guaranteed Obligations shall, if the statute of limitations in favor of
Guarantor against the Administrative Agent and the Bank shall have commenced to
run, toll the running of such statute of limitations, and if the period of such
statute of limitations shall have expired, prevent the operation of such statute
of limitations.
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18. This Guaranty shall be binding upon Guarantor and its successors
and assigns and shall inure to the benefit of the Administrative Agent and the
Banks and their successors and permitted assigns; provided, however, that the
Guarantor may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of all of the Banks, and any attempted such
assignment or transfer without such consent shall be null and void.
19. The failure of the Administrative Agent to enforce any right or
remedy hereunder, or promptly to enforce any such right or remedy, shall not
constitute a waiver thereof, nor give rise to any estoppel against the
Administrative Agent or any Bank, nor excuse Guarantor from its obligations
hereunder. Any waiver of any such right or remedy to be enforceable against the
Administrative Agent and the Banks must be expressly set forth in a writing
signed by the Administrative Agent (acting with the requisite consent of the
Banks as provided in the Credit Agreement).
20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS.
(b) Any legal action or proceeding with respect to this Guaranty
and any action for enforcement of any judgment in respect thereof may be brought
in the courts of the State of Illinois or of the United States of America for
the Northern District of Illinois, and, by execution and delivery of this
Guaranty, the Guarantor hereby accepts for itself and in respect of its
property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and appellate courts from any thereof. The Guarantor
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Guarantor at its address
for notices set forth herein. The Guarantor hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings
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arising out of or in connection with this Guaranty brought in the courts
referred to above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of the Administrative Agent to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Guarantor in any other jurisdiction.
(c) GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND
ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS
HEREBY ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE BANKS TO ACCEPT THIS GUARANTY
AND THAT THE LOANS AND OTHER EXTENSIONS OF CREDIT MADE BY THE BANKS ARE MADE IN
RELIANCE UPON SUCH WAIVER. GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT SUCH
WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE, FOLLOWING CONSULTATION WITH
LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED BY THE
ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURY TRIAL.
(d) Guarantor does hereby further covenant and agree to and with
the Administrative Agent and the Banks that Guarantor may be joined in any
action against Borrower in connection with the Loan Documents and that recovery
may be had against Guarantor in such action or in any independent action against
Guarantor (with respect to the Guaranteed Obligations), without the
Administrative Agent and the Banks first pursuing or exhausting any remedy or
claim against Borrower or its successors or assigns. Guarantor also agrees that,
in an action brought with respect to the Guaranteed Obligations in any
jurisdiction, it shall be conclusively bound by the judgment in any such action
by the Administrative Agent (wherever brought) against Borrower or its
successors or assigns, as if Guarantor were a party to such action, even though
Guarantor was not joined as a party in such action.
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(e) Guarantor agrees to pay all reasonable expenses (including,
without limitation, attorneys' fees and disbursements) which may be incurred by
the Administrative Agent or the Banks in connection with the enforcement of
their rights under this Guaranty, whether or not suit is initiated.
21. Notwithstanding anything to the contrary contained herein (but
subject to Section 6 hereof), this Guaranty shall terminate and be of no further
force or effect upon the full performance and payment of the Guaranteed
Obligations hereunder. Upon termination of this Guaranty in accordance with the
terms of this Guaranty, the Administrative Agent promptly shall deliver to
Guarantor such documents as Guarantor or Guarantor's counsel reasonably may
request in order to evidence such termination.
22. All of the Administrative Agent's and the Banks' rights and
remedies under each of the Loan Documents or under this Guaranty are intended to
be distinct, separate and cumulative and no such right or remedy therein or
herein mentioned is intended to be in exclusion of or a waiver of any other
right or remedy available to the Administrative Agent or any Bank.
23. No claim may be made by Guarantor or any other Person acting by or
through Guarantor against the Administrative Agent or any Bank or the
affiliates, directors, officers, employees, attorneys or agent of any of them
for any consequential or punitive damages in respect of any claim for breach of
contract or any other theory of liability arising out of or related to the
transactions contemplated by this Guaranty or by the other Loan Documents, or
any act, omission or event occurring in connection therewith; and Guarantor
hereby waives, releases and agrees not to xxx upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Guaranty as of the date and year first above written.
GUARANTOR:
EQUITY RESIDENTIAL
By:
---------------------------------------
Name:
Title:
ACCEPTED:
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT
By:
------------------------------------
Name:
Title:
ACKNOWLEDGMENT FOR GUARANTOR
STATE OF _______ )
) ss.
COUNTY OF ______ )
On ___, 2002, before me personally came ___________________, to me
known to be the person who executed the foregoing instrument, and who, being
duly sworn by me, did depose and say that he is _________ of Equity Residential,
and that he executed the foregoing instrument in the organization's name, and
that he had authority to sign the same, and he acknowledged to me that he
executed the same as the act and deed of said organization for the uses and
purposes therein mentioned.
[Seal]
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Notary Public
