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Exhibit 99.7
[HOULIHAN LOKEY HOWARD & ZUKIN LETTERHEAD]
August 25, 2000
Grove Property Trust
598 Asylum Ave.
Hartford, CT 06105
Dear Ladies and Gentlemen:
We understand that you seek our consent to include our fairness opinion letter
(the "Opinion") in the proxy/prospectus materials to be filed by Grove Property
Trust (the "Company") and Grove Operating L.P. in connection with the pending
merger transactions with Equity Residential Properties Trust. Please note that
our engagement letter with the Board of Trust Managers of the Company includes
the following language:
"Houlihan Lokey consents to a description of and the inclusion of the text of
its written Opinion in any filing required to be made with the Securities and
Exchange Commission in connection with the Transaction and in materials
delivered to the Company's stockholders that are a part of such filings and in
any materials delivered to the holders of the Grove OP Units in connection with
the Transaction, provided that any such description or inclusion shall be
subject to Houlihan Lokey's prior review and approval, which review shall be
completed as promptly as practicable and which approval shall not be
unreasonably withheld. Any summary of, or reference to, the Opinion, any verbal
presentation with respect thereto, or other references to Houlihan Lokey in
connection with the Transaction, will in each instance be subject to Houlihan
Lokey's prior review and written approval (which shall not be unreasonably
withheld). Other than as set forth above, the Opinion will not be included in,
summarized or referred to in any manner in any materials distributed to the
public or the securityholders of the Company, or filed with or submitted to any
governmental agency, without Houlihan Lokey's express, prior written consent
(which shall not be unreasonably withheld). Neither Houlihan Lokey's verbal
conclusions nor the Opinion will be used for any purpose other than in
connection with the Transaction."
We have reviewed the proposed description and inclusion of our Opinion in the
relevant filings, and hereby consent to including our Opinion and such
description in such filings. Please do not hesitate to contact me directly
should you require additional assistance.
Most sincerely,
/s/ Marjorie L. Bowen
Marjorie L. Bowen
Managing Director
