0001193125-11-329401 Sample Contracts

INTEREST PURCHASE AGREEMENT by and among ERP OPERATING LIMITED PARTNERSHIP and THE SELLERS THAT ARE PARTIES HERETO December 2, 2011
Interest Purchase Agreement • December 5th, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • Delaware

This Interest Purchase Agreement (this “Agreement”) is made effective as of December 2, 2011, by and among ERP Operating Limited Partnership, an Illinois limited partnership (“Buyer”), and each of BIH ASN LLC (“BIH”), Archstone Equity Holdings Inc. (“AEH” and, collectively with BIH, “Barclays”), Bank of America, N.A. (“BANA”) and Banc of America Strategic Ventures, Inc. (“BofA Strategic”, and, collectively with BANA, “Bank of America”). Barclays and Bank of America are sometimes referred to herein as “Sellers” and, each, a “Seller.” Buyer and Sellers are sometimes referred to herein as the “Parties” and each, a “Party.”

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OTHER INTEREST AGREEMENT
Other Interest Agreement • December 5th, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • Delaware

This Other Interest Agreement (this “Agreement”) is made effective as of December 2, 2011, by and among ERP Operating Limited Partnership, an Illinois limited partnership (“Equity”), and each of BIH ASN LLC (“BIH”), Archstone Equity Holdings Inc. (“AEH” and, collectively with BIH, “Barclays”), Bank of America, N.A. (“BANA”) and Banc of America Strategic Ventures, Inc. (“BofA Strategic”, and, collectively with BANA, “Bank of America”). Barclays and Bank of America are sometimes referred to herein as “Owners” and, each, an “Owner.” Equity and Owners are sometimes referred to herein as the “Parties” and each, a “Party.”

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