0000950123-11-065688 Sample Contracts

GUARANTY OF PAYMENT
Guaranty of Payment • July 14th, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

GUARANTY OF PAYMENT (this “Guaranty”), made as of July 13, 2011, between EQUITY RESIDENTIAL, a Maryland real estate investment trust, having an address at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (“Guarantor”), and BANK OF AMERICA, N.A., having an office at 231 South LaSalle Street, Chicago, Illinois 60697, 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, N.A., as Syndication Agent, and SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, and CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agents.

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