EX-10.1.1



 Exhibit 10.1.1 

FIRST AMENDMENT TO MANAGEMENT AGREEMENT 
 THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made as of April 9, 2012 by and between ESA P PORTFOLIO OPERATING LESSEE INC. (f/k/a BRE/ESA P Portfolio Operating
Lessee Inc.), a Delaware corporation (“Lessee”), and HVM L.L.C. (f/k/a Homestead Village Management, LLC), a Delaware limited liability company (“Manager”). 

BACKGROUND 
 A.
Lessee and Manager entered into that certain Management Agreement dated as of October 8, 2010 (the “Original Management Agreement”) pursuant to which Manager agreed to render certain services in connection with the management
and operation of the Hotels (as defined in the Original Management Agreement) to Lessee on the terms and subject to the conditions set forth in the Management Agreement; 
 B. Lessee and Manager wish to consolidate the operation of two Hotels into a single Hotel; 
 C. Lessee and Manager wish to amend and modify the Original Management Agreement as hereinafter set forth. 
 AGREEMENT 
 NOW THEREFORE, in consideration of the foregoing recitals and the
premises and the mutual covenants herein contained, the parties hereto agree as follows: 
 1. Amendment. Schedule A of
the Original Management Agreement is hereby amended as follows: 
  

	 	a.	Hotel 150 and Hotel 857 are hereby deleted from Schedule A. 

  

	 	b.	The following is added as a new Hotel to Schedule A: 

  

					
	150	  	5375 Farwell Place, Fremont, CA	  	ESA P Portfolio L.L.C.

 2. Ratification. All provisions of the Original Management Agreement, as hereby amended, are
hereby ratified and declared to be in full force and effect. All references in the Original Management Agreement to the “Agreement”, “herein”, “hereunder” or terms of similar import shall be deemed to refer to the
Original Management 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. 







 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. 
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 IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed and
delivered as of the date first above written. 
  

							
	LESSEE:
	
	ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation
		
	By:	 	




		 	  

		 	Name:	 	WILLIAM RAHM
		 	Title:	 	VP & SECRETARY
	
	MANAGER:
	
	HVM L.L.C., a Delaware limited liability company
		
	By:	 	HVM Manager 2 LLC, a Delaware limited liability company, its manager
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	


 FIRST AMENDMENT TO MANAGEMENT
AGREEMENT (P PORTFOLIO) 







 IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed and
delivered as of the date first above written. 
  

							
	LESSEE:
	
	ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	MANAGER:
	
	HVM L.L.C., a Delaware limited liability company
		
	By:	 	HVM Manager 2 LLC, a Delaware limited liability company, its manager
			
		 	By:	 	




		 		 	  

		 		 	Name:	 	Tyler Henritze
		 		 	Title:	 	VP & Secretary


 FIRST AMENDMENT TO MANAGEMENT
AGREEMENT (P PORTFOLIO)