0001193125-12-005908 Sample Contracts

GUARANTY OF PAYMENT (EQR GUARANTY)
Erp Operating LTD Partnership • January 9th, 2012 • Real estate investment trusts • Illinois

GUARANTY OF PAYMENT (this “Guaranty”), made as of January 6, 2012, 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 Term Loan Agreement (as the same may be amended, modified, supplemented or restated, the “Agreement”), dated as of the date hereof, among EQR-ENTERPRISE HOLDINGS, LLC (“Borrower”), ERP OPERATING LIMITED PARTNERSHIP (“ERP”), the Banks, Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Runners, WELLS FARGO BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents and SUNTR

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TERM LOAN AGREEMENT dated as of January 6, 2012 among EQR-ENTERPRISE HOLDINGS, LLC, as the Borrower ERP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as...
Term Loan Agreement • January 9th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

THIS TERM LOAN AGREEMENT, dated as of January 6, 2012, is among EQR-ENTERPRISE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (“ERP”), the BANKS party hereto, BANK OF AMERICA, N.A., as Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, and SUNTRUST BANK, THE BANK OF NOVA SCOTIA AND PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

GUARANTY (ERP GUARANTY)
Guaranty • January 9th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

GUARANTY (this “Guaranty”), made as of January 6, 2012, between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership, 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 Term Loan Agreement (as the same may be amended, modified, supplemented or restated, the “Agreement”), dated as of the date hereof, among EQR-ENTERPRISE HOLDINGS, LLC (“Borrower”), Guarantor, the Banks, Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Runners, WELLS FARGO BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents and SUNTRUST BANK, THE BANK OF NOVA SCOTIA an

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 9th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

AMENDMENT NO. 1, dated as of January 6, 2012 (this “Amendment”), to the Revolving Credit Agreement, dated as of July 13, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (the “Borrower”), the Banks party thereto (each a “Bank” and collectively the “Banks”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, together with any successor syndication agent, the “Syndication Agent”), SUNTRUST BANK (“Suntrust”), U.S. BANK NATIONAL ASSOCIATION (“USBNA”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFBNA” and together with Suntrust and USBNA, the “Documentation Agents”) and CITIBANK, N.A. (“Citibank”), DEUTSCHE BANK SECURITIES INC. (“DBS”) and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF” and togeth

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