AGREEMENT REGARDING MANAGEMENT AGREEMENT between ESA PPORTFOLIO OPERATING LESSEE LLC (LESSEE) and ESA MANAGEMENT,LLC (MANAGER) December 8, 2015 AGREEMENT REGARDING MANAGEMENT AGREEMENT

Exhibit 10.1.2

AGREEMENT REGARDING MANAGEMENT AGREEMENT

between

ESA P PORTFOLIO OPERATING LESSEE LLC

(LESSEE)

and

ESA MANAGEMENT, LLC

(MANAGER)

December 8, 2015

AGREEMENT REGARDING MANAGEMENT AGREEMENT

THIS AGREEMENT REGARDING MANAGEMENT AGREEMENT (this “Agreement”) is made as of December 8, 2015 by and between ESA P PORTFOLIO OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc. (f/k/a BRE/ESA P Portfolio Operating Lessee Inc.)), a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”).

BACKGROUND

A. Lessee and Manager entered into that certain Management Agreement dated as of November 11, 2013, as amended by that certain First Amendment to Management Agreement dated as of July 28, 2014 (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 acknowledge the termination of the Original Management Agreement with respect to the hotels listed on Schedule I attached hereto.

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. Pursuant to Section 12.3(b) of the Original Management Agreement, it is hereby acknowledged and agreed that the Original Management Agreement is automatically terminated with respect to the hotels listed on Schedule I attached hererto and such hotels are automatically released and therefore deleted from Schedule A of the Original Management Agreement.

2. Ratification. All provisions of the Original Management Agreement 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.

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.

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

[Signatures continue on the following page]

AGREEMENT REGARDING MANAGEMENT AGREEMENT (P PORTFOLIO)

AGREEMENT REGARDING MANAGEMENT AGREEMENT (P PORTFOLIO)

SCHEDULE I

Properties

SCH: I-1

SCH: I-2