GUARANTY OF PAYMENT

Exhibit 10.2

GUARANTY OF PAYMENT

GUARANTY OF PAYMENT (this “ Guaranty ”), made as of February 28, 2007, 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, SUNTRUST BANK, as Documenta­tion Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent, WELLS FARGO BANK, N.A., as Documentation Agent, LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent, THE ROYAL BANK OF SCOTLAND plc, as Documentation Agent, and U.S. BANK NATIONAL ASSOCI­ATION, as 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 the Dollar Equivalent Amount of which is not to exceed $1,500,000,000 (which amount may be increased to an amount not to exceed $2,000,000,000);

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 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

2

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, 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.

3

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

(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 of or failure to perfect 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

4

(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, 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

5

Guarantor’s