Common use of Execution and Delivery of Guaranty Clause in Contracts

Execution and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranty. If an Officer whose signature is on this Indenture or on the Guaranty no longer holds that office at the time the Trustee authenticates the Note on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14, and each Subsidiary of Parent that the Parent or the Issuers cause to become a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guaranty on substantially the terms set forth in this Article X. Concurrently therewith, the Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary.

Execution and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.0111.01, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in Exhibit D E shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officerits President or one of its Vice Presidents. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranty. If an Officer whose signature is on this Indenture or on the Guaranty no longer holds that office at the time the Trustee authenticates the Note on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In additionthe event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, Parent and if required by Section 4.17 hereof, the Issuers Company shall cause each Restricted Subsidiary that is required such Subsidiaries to become a Subsidiary Guarantor pursuant execute supplemental indentures to Section 4.14, and each Subsidiary of Parent that the Parent or the Issuers cause to become a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental this Indenture substantially in the form set forth of Exhibit F hereto and Guaranties in Exhibit E to accordance with Section 4.17 hereof and this IndentureArticle 11, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guaranty on substantially the terms set forth in this Article X. Concurrently therewith, the Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiaryextent applicable.

Execution and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranty. If an Officer whose signature is on this Indenture or on the Guaranty no longer holds that office at the time the Trustee authenticates the Note on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14, and each Subsidiary of Parent that the Parent or the Issuers cause to become a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guaranty on substantially the terms set forth in this Article X. Concurrently therewith, the Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary.

Execution and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranty. If an Officer whose signature is on this Indenture or on the Guaranty no longer holds that office at the time the Trustee authenticates the Note on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers ESH REIT shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14, and each Subsidiary of Parent ESH REIT that the Parent or the Issuers cause ESH REIT causes to become a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, Indenture evidencing its Subsidiary Guaranty on substantially the terms set forth in this Article X. Concurrently therewith, the Issuers ESH REIT shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary.

Execution and Delivery of Guaranty. (a) To evidence its Guaranty set forth in Section 10.0112.1, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in annexed hereto as Exhibit D B shall be endorsed by an Officer of such Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an OfficerAuthorized Representative, by manual or facsimile signature, under a facsimile of its seal reproduced thereon and attested to by an Authorized Representative, other than the Authorized Representative executing the Indenture. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 12.1 shall remain in full force and effect and apply to all the Securities notwithstanding any failure to endorse on each Note Security a notation of such Guaranty. If an Officer Authorized Representative, whose signature is on this Indenture or on the Guaranty a Security no longer holds that office at the time the Trustee authenticates the Note Security on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14, and each Subsidiary of Parent that Guarantor. (b) To evidence the Parent or Guaranty set forth in Section 12.2, the Issuers cause to become Parent Guarantor agrees that a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental Indenture notation of such Parent Guaranty substantially in the form annexed hereto as Exhibit C shall be endorsed on each Security --------- authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Parent Guarantor by an Authorized Representative, by manual or facsimile signature, under a facsimile of its seal reproduced thereon and attested to by another Authorized Representative other than the Authorized Representative executing the Indenture. The Parent Guarantor agrees that the Parent Guaranty set forth in Exhibit E Section 12.2 shall remain in full force and effect and apply to this Indentureeach Development Companies Guaranty notwithstanding any failure to endorse on each Development Company Guaranty a notation of such Parent Guaranty. If an Authorized Representative whose signature is on a Development Company Guaranty no longer holds that office at the time the Parent Guaranty is endorsed, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Parent Guaranty on substantially shall be valid nevertheless. The delivery of any Development Company Guaranty shall constitute due delivery of the terms Parent Guaranty set forth in this Article X. Concurrently therewith, Indenture on behalf of the Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted SubsidiaryParent Guarantor.

Execution and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.0112.01, an Officer or director of each Guarantor hereby agrees that has executed and delivered on the Closing Date a notation of such Guaranty in substantially in the form included in Exhibit D E attached hereto. All references to “Guarantor hereby agrees” and to any similar express agreement of a Guarantor to a term or condition in this Agreement shall be endorsed construed to mean a Guarantor accepts and accedes to all such terms or conditions by an Officer its execution and delivery of such a notation of Guaranty, notwithstanding that no Guarantor on each Note authenticated and delivered by the Trustee and that is or is required to be a signatory party to this Indenture shall be executed on behalf of such Guarantor by an OfficerAgreement. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 12.01 and its execution and deliver of a notation of Guaranty shall remain in full force and effect notwithstanding any failure to directly endorse on each Note a notation of such Guaranty. If an Officer whose signature is on this Indenture or on the Guaranty no longer holds The Company hereby agrees that office at the time the Trustee authenticates the Note on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers it shall cause each Restricted Subsidiary Person that is required becomes obligated to become provide a Subsidiary Guarantor Guaranty pursuant to Section 4.148.16 (each, and each Subsidiary of Parent that the Parent or the Issuers cause a “Future Guarantor”) to become a Subsidiary Guarantor pursuant to Section 4.14, to promptly immediately execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E an amendment to this Indenture, or otherwise Agreement in form and substance reasonably satisfactory to the TrusteeHolders and the Company, evidencing its Subsidiary Guaranty on substantially pursuant to which such Person provides the terms guarantee set forth in this Article X. Concurrently therewith12 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Agreement, in each case with the Issuers shall deliver same effect and to the Trustee an Opinion same extent as if such Person had been named herein as a Guarantor. The Company also hereby agrees to immediately cause each such new Guarantor to evidence its guarantee by endorsing a notation of Counsel such guarantee on each Note as provided in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiarythis Section 12.03.

Execution and Delivery of Guaranty. (a) To evidence its Guaranty set forth in Section 10.0112.1, each Guarantor hereby agrees that a notation of such Guaranty substantially in the form included in annexed hereto as Exhibit D B shall be endorsed by an Officer of such Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an OfficerAuthorized Representative, by manual or facsimile signature, under a facsimile of its seal reproduced thereon and attested to by an Authorized Representative other than the Authorized Representative executing the Indenture. Each Guarantor hereby agrees that its Guaranty set forth in Section 10.01 12.1 shall remain in full force and effect and apply to all the Securities notwithstanding any failure to endorse on each Note Security a notation of such Guaranty. If an Officer Authorized Representative whose signature is on this Indenture or on the Guaranty a Security no longer holds that office at the time the Trustee authenticates the Note Security on which a Guaranty is endorsed, the Guaranty shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture on behalf of the Guarantors. In addition, Parent and the Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14, and each Subsidiary of Parent that Guarantor. (b) To evidence the Parent or Guaranty set forth in Section 12.2, the Issuers cause to become Parent Guarantor agrees that a Subsidiary Guarantor pursuant to Section 4.14, to promptly execute and deliver to the Trustee a Supplemental Indenture notation of such Parent Guaranty substantially in the form annexed hereto as Exhibit C shall be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Parent Guarantor by an Authorized Representative, by manual or facsimile signature, under a facsimile of its seal reproduced thereon and attested to by another Authorized Representative other than the Authorized Representative executing the Indenture. The Parent Guarantor agrees that the Parent Guaranty set forth in Exhibit E Section 12.2 shall remain in full force and effect and apply to this Indentureeach Development Companies Guaranty notwithstanding any failure to endorse on each Development Company Guaranty a notation of such Parent Guaranty. If an Authorized Representative whose signature is on a Development Company Guaranty no longer holds that office at the time the Parent Guaranty is endorsed, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Parent Guaranty on substantially shall be valid nevertheless. The delivery of any Development Company Guaranty shall constitute due delivery of the terms Parent Guaranty set forth in this Article X. Concurrently therewith, Indenture on behalf of the Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Restricted SubsidiaryParent Guarantor.