Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.

On October 26, 2022, ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential, entered into a new $2.5 billion unsecured revolving credit agreement (the "Revolving Credit Agreement") with Bank of America, N.A., as Administrative Agent, and the financial institutions party thereto. The new credit facility replaced the Operating Partnership's then existing $2.5 billion revolving credit facility, which was scheduled to mature on November 1, 2024.



The new credit facility matures on October 26, 2027, subject to extension for
additional one or
two-year
periods at the request of the Operating Partnership, provided that lenders
consent and certain customary conditions are met. The Operating Partnership has
the ability to increase available borrowings by an additional $750.0 million by
adding lenders to the facility, obtaining the agreement of existing lenders to
increase their commitments, or incurring one or more term loans. The interest
rate on advances under the Revolving Credit Agreement will generally be Term
SOFR or Daily SOFR (including a 10.0 basis point spread adjustment in each case)
plus a spread, which is currently 72.5 basis points per annum. In addition,
under the Revolving Credit Agreement, there is a facility fee, paid quarterly in
arrears, which is currently 12.5 basis points per annum. Both the spread and the
facility fee are dependent on the credit rating of the Operating Partnership's
long-term debt. The Revolving Credit Agreement also contains a
sustainability-linked pricing component which provides for interest rate margin
reductions upon achieving certain sustainability ratings. The Revolving Credit
Agreement contains customary representations, financial and other affirmative
and negative covenants and events of default.

The above description of the new credit facility does not purport to be complete
and is qualified in its entirety by reference to the Revolving Credit Agreement,
a copy of which is attached hereto as Exhibit 10.1 to this Current Report on
Form
8-K,
and the terms of which are incorporated herein by reference. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Revolving
Credit Agreement.

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From time to time, one or more of the financial institutions party to the credit facility and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Operating Partnership and its affiliates from which they have received or will receive customary fees and expenses.

Item 9.01 Financial Statements and Exhibits.






Exhibit
Number                                    Description

10.1           Revolving Credit Agreement, dated as of October 26, 2022, among ERP
             Operating Limited Partnership, Bank of America, N.A., as
             Administrative Agent, and the financial institutions party thereto.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).



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