EX-10.21.6



 Exhibit 10.21.6 

SIXTH AMENDMENT TO LEASE AGREEMENT 

DATED AS OF JULY 28, 2014 
 BY AND
BETWEEN 
 ESA P PORTFOLIO L.L.C., 

ESA P PORTFOLIO MD TRUST, AND 

ESH/TN PROPERTIES L.L.C. 

INDIVIDUALLY AND COLLECTIVELY 
 AS
LANDLORD 
 AND 
 ESA P
PORTFOLIO OPERATING LESSEE LLC 
 AS TENANT 







 SIXTH AMENDMENT TO LEASE AGREEMENT 

THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2014, by and between ESA P
PORTFOLIO L.L.C., a Delaware limited liability company, ESA P PORTFOLIO MD TRUST, a Delaware statutory trust, and ESH/TN PROPERTIES L.L.C., a Delaware limited liability company (individually and collectively, “Landlord”), and ESA P
PORTFOLIO OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc.), a Delaware limited liability company (“Tenant”). 

WITNESSETH 
 WHEREAS, Landlord
and Tenant entered into that certain Lease Agreement dated as of October 8, 2010 as amended by (a) that certain First Amendment to Lease Agreement dated as of April 9, 2012, (b) that certain Second Amendment to Lease Agreement
dated as of November 30, 2012, (c) that certain Third Amendment to Lease Agreement dated as of December 13, 2012, (d) that certain Fourth Amendment to Lease Agreement dated as of April 15, 2013 and (e) that certain
Fifth Amendment to Lease Agreement (the “Fifth Amendment”) dated as of November 11, 2013 (collectively, as so amended, the “Original Lease Agreement”) pursuant to which Landlord has agreed to lease the Leased
Property (as defined in the Original Lease Agreement) to Tenant and Tenant has agreed to lease the Leased Property from Landlord, all subject to and upon the terms and conditions set forth in the Original Lease Agreement; 

WHEREAS, in connection with the sale of Hotel #198 and Hotel #201 (collectively, the “Marietta and Riverdale Hotels”),
Landlord and Tenant wish to remove the Marietta and Riverdale Hotels from the definitions of Land and Leased Property and to appropriately adjust the Rent tor reflect such sale; and 

WHEREAS, Landlord and Tenant wish to amend and modify the Original Lease Agreement as hereinafter set forth. 

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows. 
 1. Amendment. In connection with
the sale of the Marietta and Riverdale Hotels, 







 (a) Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the
Fifth Amendment) is hereby amended by deleting the following Hotels therefrom: 
  

																							
	 	  	 Address
	  	Minimum
Rent – Through
12/31/2014	 	  	Minimum
Rent – 2015	 	  	Minimum
Rent – 2016	 	  	Minimum
Rent – 2017	 	  	Minimum
Rent – 2018	 
	 198
	  	1051 Canton Rd, Marietta, GA	  	$	394,000.00	  	  	$	406,000.00	  	  	$	418,000.00	  	  	$	431,000.00	  	  	$	444,000.00	  
	 201
	  	6231 Hwy 85, Riverdale, GA	  	$	476,000.00	  	  	$	490,000.00	  	  	$	505,000.00	  	  	$	520,000.00	  	  	$	536,000.00	  

  

																							
	 	  	 Address
	  	Minimum
Rent – 2019	 	  	Minimum
Rent – 2020	 	  	Minimum
Rent – 2021	 	  	Minimum
Rent – 2022	 	  	Minimum
Rent – 2023	 
	 198
	  	1051 Canton Rd, Marietta, GA	  	$	457,000.00	  	  	$	471,000.00	  	  	$	485,000.00	  	  	$	500,000.00	  	  	$	515,000.00	  
	 201
	  	6231 Hwy 85, Riverdale, GA	  	$	552,000.00	  	  	$	569,000.00	  	  	$	586,000.00	  	  	$	604,000.00	  	  	$	622,000.00	  

  

																							
	 	  	 Address
	  	Minimum
Rent – 2024	 	  	Minimum
Rent – 2025	 	  	Minimum
Rent – 2026	 	  	Minimum
Rent – 2027	 	  	Minimum
Rent – 2028	 
	 198
	  	1051 Canton Rd, Marietta, GA	  	$	530,000.00	  	  	$	546,000.00	  	  	$	562,000.00	  	  	$	579,000.00	  	  	$	596,000.00	  
	 201
	  	6231 Hwy 85, Riverdale, GA	  	$	641,000.00	  	  	$	660,000.00	  	  	$	680,000.00	  	  	$	700,000.00	  	  	$	721,000.00	  

 (b) Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the Fifth Amendment)
is hereby amended by deleting the “Aggregate” row thereof and replacing the same with the following: 
  

																					
	 Address
	  	Minimum
Rent – Through
12/31/2014	 	  	Minimum
Rent – 2015	 	  	Minimum
Rent – 2016	 	  	Minimum
Rent – 2017	 	  	Minimum
Rent – 2018	 
	 Aggregate
	  	$	459,130,000.00	  	  	$	472,904,000.00	  	  	$	487,091,000.00	  	  	$	501,703,000.00	  	  	$	516,754,000.00	  

  

																					
	 Address
	  	Minimum
Rent – 2019	 	  	Minimum
Rent – 2020	 	  	Minimum
Rent – 2021	 	  	Minimum
Rent – 2022	 	  	Minimum
Rent – 2023	 
	 Aggregate
	  	$	532,257,000.00	  	  	$	548,224,000.00	  	  	$	564,671,000.00	  	  	$	581,610,000.00	  	  	$	599,058,000.00	  

  

																					
	 Address
	  	Minimum
Rent – 2024	 	  	Minimum
Rent – 2025	 	  	Minimum
Rent – 2026	 	  	Minimum
Rent – 2027	 	  	Minimum
Rent – 2028	 
	 Aggregate
	  	$	617,030,000.00	  	  	$	635,541,000.00	  	  	$	654,607,000.00	  	  	$	674,245,000.00	  	  	$	694,473,000.00	  


  
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 (c) Exhibit C of the Original Lease Agreement (as replaced in its entirety by Annex B to the
Fifth Amendment) is hereby amended by deleting the definitions of “Tier 1 Threshold”, “Tier 2 Threshold” and “Tier 3 Threshold” therefrom and replacing them with the following: 

(i) “‘Tier 1 Threshold’ means $887,400,000.00, increasing at a rate of three percent (3%) per annum
compounded annually for each Fiscal Year.” 
 (ii) “‘Tier 1 Threshold’ means $1,017,400,000.00,
increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.” 
 (iii)
“‘Tier 1 Threshold’ means $1,177,400,000.00, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.” 

2. Ratification. All provisions of the Original Lease Agreement, as hereby amended, are hereby ratified and declared to be in full
force and effect. All references in the Original Lease Agreement to the “Agreement”, “herein”, “hereunder” or terms of similar import shall be deemed to refer to the Original Lease Agreement, as amended by this
Agreement. 
 3. Applicable Law. This Agreement shall be construed under, and governed in accordance with, the laws of the State of
New York; provided, that the provisions for the enforcement of Landlord’s rights and remedies under the Original Lease Agreement, as modified by this Agreement, shall be governed by the laws of each of the respective states where the Leased
Property is located to the extent necessary for the validity and enforcement thereof. 
 4. Successors Bound. This Agreement shall be
binding upon and inure to the benefit of Lessee, its successors and assigns, and shall be binding and inure to the benefit of Manager and its permitted assigns. 

5. Headings. Headings of sections are inserted only for convenience and are in no way to be construed as a limitation on the scope of
the particular sections to which they refer. 
 6. Incorporation of Recitals. The recitals set forth in the preamble of this
Agreement are hereby incorporated into this Agreement as if fully set forth herein. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written.

  

			
	 LANDLORD

	
	 ESA P PORTFOLIO L.L.C.

		
	 By:
	 	 /s/ Ross W. McCanless

	 Name:
	 	 Ross W. McCanless

	 Title:
	 	 Vice President & Secretary

	
	 ESA P PORTFOLIO MD TRUST

		
	 By:
	 	 /s/ Ross W. McCanless

	 Name:
	 	 Ross W. McCanless

	 Title:
	 	 Vice President & Secretary

	
	 ESH/TN PROPERTIES L.L.C.

		
	 By:
	 	 /s/ Ross W. McCanless

	 Name:
	 	 Ross W. McCanless

	 Title:
	 	 Vice President & Secretary

	
	 TENANT

	
	 ESA P PORTFOLIO OPERATING LESSEE LLC

		
	 By:
	 	 /s/ Ross W. McCanless

	 Name:
	 	 Ross W. McCanless

	 Title:
	 	 Vice President & Secretary




  
 SIXTH
AMENDMENT TO OPERATING LEASE (P PORTFOLIO)