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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-11527
SERVICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland04-3262075
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts, 02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-964-8389
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of each Exchange on which Registered
Common Shares of Beneficial InterestSVCThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of April 30, 2025: 166,636,134.

Table of Contents
SERVICE PROPERTIES TRUST
FORM 10-Q
March 31, 2025

INDEX
 Page
References in this Quarterly Report on Form 10-Q to the Company, SVC, we, us or our include Service Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
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Part I. Financial Information
Item 1. Financial Statements
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
 March 31, 2025December 31, 2024
ASSETS  
Real estate properties:  
Land$1,733,591 $1,930,459 
Buildings, improvements and equipment6,133,031 7,682,885 
Total real estate properties, gross7,866,622 9,613,344 
Accumulated depreciation(2,392,767)(3,238,636)
Total real estate properties, net5,473,855 6,374,708 
Acquired real estate leases and other intangibles, net102,855 107,956 
Assets of properties held for sale
871,464 43,101 
Cash and cash equivalents80,147 143,482 
Restricted cash13,947 13,904 
Equity method investment112,024 115,818 
Due from related persons19,908 3,911 
Other assets, net301,879 316,678 
Total assets$6,976,079 $7,119,558 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Unsecured debt, net$4,023,554 $4,020,347 
Secured debt, net1,638,848 1,690,356 
Accounts payable and other liabilities556,167 532,522 
Due to related persons14,037 24,118 
Liabilities of properties held for sale
8,900 342 
Total liabilities6,241,506 6,267,685 
Commitments and contingencies
Shareholders’ equity:  
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 166,646,721 and 166,636,537 shares issued and outstanding, respectively
1,666 1,666 
Additional paid in capital4,560,982 4,560,334 
Cumulative other comprehensive income2,018 1,865 
Cumulative net income2,078,539 2,194,974 
Cumulative common distributions(5,908,632)(5,906,966)
Total shareholders’ equity734,573 851,873 
Total liabilities and shareholders’ equity$6,976,079 $7,119,558 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
 20252024
Revenues:  
Hotel operating revenues$334,963 $336,236 
Rental income100,216 100,014 
Total revenues435,179 436,250 
Expenses: 
Hotel operating expenses305,840 305,086 
Net lease operating expenses5,628 4,723 
Depreciation and amortization89,100 93,107 
General and administrative9,556 10,506 
Transaction related costs111 — 
Loss on asset impairment37,067 2,451 
Total expenses447,302 415,873 
Gain (loss) on sale of real estate, net746 (2,963)
Interest income1,249 1,962 
Interest expense (including amortization of debt issuance costs, discounts and premiums of $8,680 and $7,226, respectively)
(101,517)(91,414)
Loss before income tax expense and equity in losses of an investee(111,645)(72,038)
Income tax expense(843)(1,007)
Equity in losses of an investee(3,947)(5,338)
Net loss(116,435)(78,383)
Other comprehensive income (loss):
Equity interest in investee’s unrealized gains (losses)153 (344)
Other comprehensive income (loss)153 (344)
Comprehensive loss $(116,282)$(78,727)
Weighted average common shares outstanding (basic and diluted)165,615 165,158 
Net loss per common share (basic and diluted)$(0.70)$(0.48)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)
Number of SharesCommon SharesCumulative Common DistributionsAdditional Paid in CapitalCumulative
Net Income 		Cumulative Other Comprehensive IncomeTotal
Balance at December 31, 2024166,636,537 $1,666 $(5,906,966)$4,560,334 $2,194,974 $1,865 $851,873 
Net loss— — — — (116,435)— (116,435)
Equity interest in investee’s unrealized gains— — — — — 153 153 
Common share grants32,490 — — 664 — — 664 
Common share repurchases(1,539)— — (4)— — (4)
Common share forfeitures(20,767)— — (12)— — (12)
Distributions— — (1,666)— — — (1,666)
Balance at March 31, 2025166,646,721 $1,666 $(5,908,632)$4,560,982 $2,078,539 $2,018 $734,573 
Balance at December 31, 2023165,769,595 $1,658 $(5,805,816)$4,557,473 $2,470,500 $2,318 $1,226,133 
Net loss— — — — (78,383)— (78,383)
Equity interest in investee’s unrealized losses— — — — — (344)(344)
Common share grants— — — 430 — — 430 
Common share repurchases(1,537)— — (13)— — (13)
Distributions— — (33,154)— — — (33,154)
Balance at March 31, 2024165,768,058 $1,658 $(5,838,970)$4,557,890 $2,392,117 $1,974 $1,114,669 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.








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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
20252024
Cash flows from operating activities:
Net loss$(116,435)$(78,383)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization89,100 93,107 
Net amortization of debt issuance costs, discounts and premiums as interest8,680 7,226 
Straight line rental income(3,878)(5,768)
Loss on asset impairment37,067 2,451 
Equity in losses of an investee3,947 5,338 
(Gain) loss on sale of real estate, net(746)2,963 
Other non-cash income, net(718)(925)
Changes in assets and liabilities:
Due from related persons(15,997)(15,024)
Other assets145 (1,801)
Accounts payable and other liabilities35,820 (6,077)
Due to related persons1,215 (4,033)
Net cash provided by (used in) operating activities38,200 (926)
Cash flows from investing activities:
Real estate improvements(61,426)(76,261)
Hotel managers’ purchases with restricted cash(1,124)(1,002)
Real estate acquisition deposits
(723)— 
Net proceeds from sale of real estate21,081 5,826 
Investment in Sonesta— (3,392)
Net cash used in investing activities(42,192)(74,829)
Cash flows from financing activities:
Repayment of mortgage notes payable(489)(489)
Borrowings under variable funding note45,000 — 
Repayments of revolving credit facility(100,000)— 
Payment of debt issuance costs(2,141)(1,093)
Repurchase of common shares(4)(13)
Distributions to common shareholders(1,666)(33,154)
Net cash used in financing activities(59,300)(34,749)
Decrease in cash and cash equivalents and restricted cash(63,292)(110,504)
Cash and cash equivalents and restricted cash at beginning of period157,386 197,830 
Cash and cash equivalents and restricted cash at end of period$94,094 $87,326 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
20252024
Supplemental cash flow information:
Cash paid for interest$46,795 $82,664 
Cash (refunded) paid for income taxes
$(183)$115 
Non-cash investing activities:
Real estate improvements accrued, not paid$24,329 $39,705 
Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
As of March 31,
20252024
Cash and cash equivalents$80,147 $71,287 
Restricted cash (1)
13,947 16,039 
Total cash and cash equivalents and restricted cash$94,094 $87,326 
(1)Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and amounts escrowed as required by certain of our debt agreements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(unaudited)

Note 1. Organization and Basis of Presentation
Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in hotels and service-focused retail net lease properties. At March 31, 2025, we owned, directly and through our subsidiaries, 202 hotels and 739 service-focused retail net lease properties.
Basis of Presentation
The accompanying condensed consolidated financial statements of us are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our 2024 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. These condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Certain prior period balances have been reclassified to conform to the current period presentation.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles.
We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification™, or ASC. We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $157,084 and $144,079 as of March 31, 2025 and December 31, 2024, respectively, and consist primarily of our TRSs’ investment in Sonesta International Hotels Corporation’s, or, collectively with its parent and subsidiaries, Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $94,169 and $78,749 as of March 31, 2025 and December 31, 2024, respectively, and consist primarily of amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs.
Note 2. Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 3. Revenue Recognition
We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided.
We report rental income for leased properties in our condensed consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements. We increased rental income by $3,878 and $5,768 for the three months ended March 31, 2025 and 2024, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $87,001 and $81,574 of straight line rent receivables at March 31, 2025 and December 31, 2024, respectively.
Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We determine percentage rent due to us under our leases monthly, quarterly or annually, as applicable, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $846 and $544 for the three months ended March 31, 2025 and 2024, respectively.
Note 4. Per Common Share Amounts
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. The calculation of basic and diluted earnings per common share is as follows (amounts in thousands, except per share data):
Three Months Ended March 31,
20252024
Numerators:
Net loss$(116,435)$(78,383)
Income attributable to unvested participating securities(10)(122)
Net loss used in calculating earnings per common share$(116,445)$(78,505)
Denominators:
Weighted average common shares outstanding (basic and diluted)165,615 165,158 
Net loss per common share (basic and diluted)$(0.70)$(0.48)
Note 5. Real Estate Properties
As of March 31, 2025, we owned 202 hotels with an aggregate of 35,359 rooms or suites and 739 service-focused retail net lease properties with an aggregate of 13,189,476 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated book value of $9,589,528, including $1,722,906 related to properties classified as held for sale as of March 31, 2025.
We funded capital improvements to certain of our properties of $45,869 and $68,782 during the three months ended March 31, 2025 and 2024, respectively.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Acquisitions
From April 1, 2025 through May 2, 2025, we acquired three net lease properties with a total of 18,218 square feet for a combined purchase price of $12,597, excluding closing costs. We have also entered into agreements to acquire six net lease properties with a total of 69,236 square feet for a combined purchase price of $20,734, excluding closing costs. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change.
Dispositions
During the three months ended March 31, 2025, we sold seven properties for a combined sales price of $22,700, excluding closing costs. The sales of these properties as presented in the table below do not represent significant dispositions, individually or in the aggregate, nor do they represent a strategic shift in our business. As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).
Quarter SoldProperty TypeNumber of PropertiesRooms or Suites / Square Feet
Gross Sales Price (1)
Gain on Sale of Real Estate, net
Q1 2025
Hotel4514 $19,600 $403 
Q1 2025
Net Lease3103,043 3,100 343 
7
514 / 103,043
$22,700 $746 
(1)Gross sales price is the gross contract price, excluding closing costs.
As of March 31, 2025, we had 118 hotels with a total of 15,417 keys and seven net lease properties with a total of 82,302 square feet classified as held for sale. See Note 14 for further information on certain of these properties. The following table summarizes the major class of assets and liabilities by our hotel investments and net lease investments segments as of March 31, 2025:
As of March 31, 2025
HotelsNet LeaseTotal
Assets of properties held for sale:   
Real estate properties, net$846,594 $1,092 $847,686 
Other assets, net (1)
23,754 24 23,778 
Total assets of properties held for sale$870,348 $1,116 $871,464 
Liabilities of properties held for sale:
Accounts payable and other liabilities$8,849 $51 $8,900 
Total liabilities of properties held for sale$8,849 $51 $8,900 
(1) Other assets, net includes working capital of $15,556 for our hotel investments segment as described in Note 6.
From April 1, 2025 through May 2, 2025, we sold one net lease property with 2,053 square feet for a sales price of $365, excluding closing costs. We have also entered into agreements to sell four hotels with a total of 492 keys for a combined sales price of $26,500, excluding closing costs, and one net lease property with 1,122 square feet for a sales price of $395, excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling 114 hotels with a total of 14,925 keys and six net lease properties with a total of 80,249 square feet for sale. We believe it is probable that the sales of these properties will be completed within one year.
Note 6. Management Agreements and Leases
As of March 31, 2025, we owned 202 hotels included in four operating agreements and 739 service-focused retail properties net leased to 175 tenants. We do not operate any of our properties.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
As of March 31, 2025, all 202 of our hotels were managed by subsidiaries of the following companies: Sonesta (177 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (seven hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). As of March 31, 2025, our 739 service-focused retail net lease properties were leased by 175 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant. Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.
Hotel Agreements
Sonesta Agreement
As of March 31, 2025, Sonesta managed 39 of our full service hotels, 99 of our extended stay hotels and 39 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. As of March 31, 2025, the hotels Sonesta managed for us comprised approximately 49.8% of our total historical real estate investments.
Our Sonesta agreement, which expires on January 31, 2037 and includes two 15-year renewal options, provides that we are paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. The Sonesta agreement further provides that we are paid an additional return equal to 80% of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding FF&E reserves and paying Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for our Sonesta hotels. We realized returns under our Sonesta agreement of $18,169 and $27,375 during the three months ended March 31, 2025 and 2024, respectively.
Our Sonesta agreement requires us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $41,561 and $46,996 during the three months ended March 31, 2025 and 2024, respectively, which resulted in increases in our contractual annual owner’s priority returns of $2,494 and $2,820, respectively. Our annual priority return under our Sonesta agreement as of March 31, 2025 was $354,924. We owed Sonesta $7,517 and $18,199 for capital expenditures and other reimbursements at March 31, 2025 and December 31, 2024, respectively. Sonesta owed us $19,908 and $3,911 in owner’s priority returns and other amounts as of March 31, 2025 and December 31, 2024, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets. Our Sonesta agreement requires that 5% of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during either of the three months ended March 31, 2025 or 2024.
Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs and third-party reservation transmission fees of $26,276 and $27,015 for the three months ended March 31, 2025 and 2024, respectively. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta of $621 and $400 for the three months ended March 31, 2025 and 2024, respectively, which amounts have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.
We are required to maintain working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of March 31, 2025 and December 31, 2024, we had advanced $45,952 and $46,466, respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our condensed consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement.
See Notes 7 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Hyatt Agreement
As of March 31, 2025, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of March 31, 2025, we are to be paid an annual owner’s priority return of $17,400. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that became effective upon substantial completion of planned renovations of the hotels, which occurred in January 2025. We realized returns under our Hyatt agreement of $3,127 during the three months ended March 31, 2025 and a net operating loss of $1,108 during the three months ended March 31, 2024. During the three months ended March 31, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for this period, and we reduced hotel operating expenses by $1,367, to record the guaranteed amount of the shortfall due from Hyatt. The available balance of the guaranty was $28,633 as of March 31, 2025. During the three months ended March 31, 2025, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $1,619; however, the contractual annual owner’s priority returns did not increase as the cost of the renovations had reached the maximum stated in our management agreement with Hyatt. During the three months ended March 31, 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $20,225, which resulted in an increase in our contractual annual owner’s priority returns of $1,214.
Radisson Agreement
As of March 31, 2025, Radisson managed seven of our full service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $10,906. Radisson has provided us with a $22,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that became effective on January 1, 2023, subject to adjustment for planned renovations of certain hotels, which occurred in December 2024. We realized returns under our Radisson agreement of $1,403 and $1,451 during the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for these periods, and we reduced hotel operating expenses by $2,045 and $522, respectively, to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $19,305 as of March 31, 2025. We did not incur any capital expenditures during the three months ended March 31, 2025 for the hotels included in our Radisson agreement. During the three months ended March 31, 2024, we incurred capital expenditures of $286 for the hotels included in our Radisson agreement, which resulted in an increase in our contractual owner’s priority returns of $17.
IHG Agreement
Our management agreement with IHG for one hotel expires on January 31, 2026. We realized returns under our management agreement with IHG of $2,243 and $1,593 during the three months ended March 31, 2025 and 2024, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the three months ended March 31, 2025 and 2024, we incurred capital expenditures of $975 and $149, respectively, for the hotel included in our IHG agreement.
Net Lease Portfolio
As of March 31, 2025, we owned 739 service-focused retail net lease properties with an aggregate of 13,189,476 square feet with leases requiring annual minimum rents of $380,568 with a weighted (by annual minimum rents) average remaining lease term of 7.8 years. Our net lease properties were 97.8% occupied and leased by 175 tenants operating under 136 brands in 21 distinct industries.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
TA Leases
As of March 31, 2025, TA is our largest tenant, representing 28.8% of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $259,080 as of March 31, 2025. TA receives a monthly rent credit totaling $25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid.
Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. Our TA leases do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,037,475 as of March 31, 2025.
We recognized rental income from our TA leases of $67,834 for each of the three months ended March 31, 2025 and 2024. Rental income was increased by $3,039 and $4,309 for the three months ended March 31, 2025 and 2024, respectively, to record the scheduled rent changes on a straight line basis. As of March 31, 2025 and December 31, 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $44,811 and $40,097, respectively, included in other assets, net in our condensed consolidated balance sheets.
Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $32,382 and $32,180 for the three months ended March 31, 2025 and 2024, respectively, which included $839 and $1,459, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.
We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $235 and $665 for the three months ended March 31, 2025 and 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $4,959 and $5,058 as of March 31, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets.
Note 7. Equity Method Investment
As of both March 31, 2025 and December 31, 2024, we owned 34% of Sonesta’s outstanding common stock. We account for our 34% non-controlling interest in Sonesta under the equity method of accounting.
As of March 31, 2025 and December 31, 2024, our investment in Sonesta had a carrying value of $112,024 and $115,818, respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $8,000. As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition. We recorded amortization of the basis difference of $65 in each of the three months ended March 31, 2025 and 2024. We recognized losses of $3,947 and $5,338 related to our investment in Sonesta for the three months ended March 31, 2025 and 2024, respectively. These amounts, which include amortization of the basis difference, are included in equity in losses of an investee in our condensed consolidated statements of comprehensive income (loss).
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
We recorded a liability of $42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheets and is being amortized on a straight line basis through the initial term of the Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $621 for each of the three months ended March 31, 2025 and 2024 for amortization of this liability. As of March 31, 2025 and December 31, 2024, the unamortized balance of this liability was $29,374 and $29,995, respectively.
During the three months ended March 31, 2024, we funded a capital contribution to Sonesta of $3,392 to support its growth initiatives, including its franchising efforts. We continue to maintain our 34% ownership in Sonesta after giving effect to this contribution.
See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
Note 8. Indebtedness
Our principal debt obligations at March 31, 2025 were: (1) $50,000 of outstanding borrowings under our $650,000 revolving credit facility; (2) $4,075,000 aggregate outstanding principal amount of senior unsecured notes; (3) $1,000,000 aggregate outstanding principal amount of senior secured notes; (4) $606,122 aggregate outstanding principal amount of net lease mortgage notes; and (5) $45,000 of outstanding borrowings under our $45,000 variable funding note.
Revolving Credit Facility
Our $650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.50% as of March 31, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of March 31, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.91% and 7.84%, respectively. The weighted average interest rate for borrowings under our revolving credit facility was 6.94% for the three months ended March 31, 2025. We had no borrowings outstanding under our revolving credit facility for the three months ended March 31, 2024. As of both March 31, 2025 and May 2, 2025, we had $50,000 outstanding under our revolving credit facility and $600,000 available for borrowings.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on 67 properties, including 64 hotels and three net lease properties, with an aggregate undepreciated book value of $1,691,230 as of March 31, 2025. During the three months ended March 31, 2025, we sold two hotels that previously served as collateral under our revolving credit facility. In connection with the sales of these hotels, the hotels were released from the collateral pool in accordance with the terms of our revolving credit facility.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the required debt service coverage ratio covenant from 1.50 times to 1.30 times effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50 times debt service coverage level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10% effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys and an aggregate undepreciated book value of $1,375,449 will be released from the collateral pool and 35 travel centers leased to TA, which travel centers we refer to as our TA No. 5 lease, with an aggregate undepreciated book value of $598,908, will be added as collateral to our revolving credit facility. Of the hotels being released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $655,514 are part of our hotel disposition plan. The corresponding equity pledges will be swapped as well. We expect to complete this collateral swap by the end of the second quarter of 2025.
Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of March 31, 2025.
Net Lease Mortgage Notes
Our $610,200 in aggregate principal amount of net lease mortgage notes were issued on February 10, 2023 by our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Issuer. The Issuer is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Issuer.
Our net lease mortgage notes are summarized below:
Note Class
Principal Outstanding as of March 31, 2025
Coupon RateInitial Term (in years)Maturity
Class A$301,823 5.15%5February 2028
Class B172,099 5.55%5February 2028
Class C132,200 6.70%5February 2028
Total / weighted average$606,122 5.60%
The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of March 31, 2025, were secured by 315 net lease retail properties owned by the Issuer. As of March 31, 2025, the current leases relating to those properties required annual minimum rents of $67,001 and had an aggregate undepreciated book value of $760,165.
On January 27, 2025, the Issuer issued a variable funding note, or the VFN, secured by the 315 net lease properties that secure our existing $606,122 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75%, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of March 31, 2025, the annual interest rate payable on borrowings under the VFN was 6.16%. The weighted average interest rate for borrowings under the VFN was 6.19% for the three months ended March 31, 2025. As of March 31, 2025, $45,000 was outstanding under the VFN.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 9. Shareholders’ Equity
Share Awards
On March 26, 2025, in accordance with our Trustee compensation arrangements, we awarded 32,490 of our common shares, valued at $2.77 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, in connection with the appointment of one of our Managing Trustees as part of his annual compensation.
Share Purchases
During the three months ended March 31, 2025, we purchased 1,539 of our common shares, valued at $2.77 per common share, from a former employee of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. We withheld and purchased these common shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq, on the applicable purchase date.
Distributions
During the three months ended March 31, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:
Declaration DateRecord DatePaid DateDividend Per Common ShareTotal Distributions
January 16, 2025January 27, 2025February 20, 2025$0.01 $1,666 
On April 10, 2025, we declared a regular quarterly distribution to common shareholders of record as of April 22, 2025 of $0.01 per common share, or approximately $1,666. We expect to pay this distribution on or about May 15, 2025.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 6, 7 and 11 for further information regarding this investment.
Note 10. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time.
We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our net lease properties and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
For the three months ended March 31, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
Financial Statement
Three Months Ended March 31,
Line Item20252024
Pursuant to business management agreement:
Net business management fees (1)
General and administrative
$6,930 $7,757 
Pursuant to property management agreement:
Property management feesNet lease operating expenses$2,087 $1,484 
Construction supervision fees
Buildings, improvements and equipment (2)
657 1,696 
$2,744 $3,180 
Expense reimbursement:
Property level expenses
Net lease operating expenses, general and administrative and buildings, improvements and equipment (2)
$1,195 $1,094 
(1)The net business management fees we recognized for each of the three months ended March 31, 2025 and 2024 reflect a reduction of $896 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.
(2)Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets.
Based on our common share total return, as defined in our business management agreement, as of March 31, 2025, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2025. The actual amount of annual incentive fees for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2025, and will be payable in January 2026. We did not incur an incentive fee payable to RMR for the year ended December 31, 2024.
In January 2025, in connection with a $100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees.
Note 11. Related Person Transactions
We have relationships and historical and continuing transactions with Sonesta, RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher Bilotto, our other Managing Trustee and our President and Chief Executive Officer since March 2025, also serves as an officer and employee of RMR. John Murray, our former Managing Trustee and President and Chief Executive Officer, also serves as an officer and employee of RMR and as president and chief executive officer of Sonesta. In addition, each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Our Manager, RMR
We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR.
Sonesta
Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling shareholder. One of Sonesta’s other directors and president and chief executive officer was our other Managing Trustee until March 2025, and Sonesta’s other director serves as one of RMR Inc.’s managing directors, as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary. Certain other officers and employees of Sonesta are former officers and employees of RMR. RMR also provides certain services to Sonesta. As of March 31, 2025, we owned 34% of Sonesta’s outstanding shares of common stock and Sonesta managed 177 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.
For further information about these and certain other such relationships and certain other related person transactions, refer to our 2024 Annual Report.
Note 12. Income Taxes
We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT.
During the three months ended March 31, 2025, we recognized income tax expense of $843, which includes $353 of state tax expense and $490 of foreign tax expense. During the three months ended March 31, 2024, we recognized income tax expense of $1,007, which includes $621 of state tax expense and $386 of foreign tax expense.
Note 13. Segment Information
Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are hotel investments and net lease investments. Our hotel investments segment consists of hotels managed by subsidiaries of Sonesta, Hyatt, Radisson and IHG. Our net lease investments segment consists of service-focused retail net lease properties, including travel centers leased to TA, our largest tenant.
The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM. Our CODM reviews operating and financial results, including net income (loss) and its components, to allocate resources and assess segment performance. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements included in our 2024 Annual Report. The tables below present information about our segments.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Three Months Ended March 31, 2025
HotelsNet LeaseTotal
Revenues:   
Hotel operating revenues$334,963 $— $334,963 
Rental income— 100,216 100,216 
Total revenues334,963 100,216 435,179 
Less (plus):
Labor and benefits (1)
138,689 841 139,530 
Management fees12,485 2,087 14,572 
Real estate taxes and insurance29,613 788 30,401 
Other operating expenses (2)
125,053 1,912 126,965 
Depreciation and amortization53,743 35,357 89,100 
Interest expense— 12,126 12,126 
Other segment items (3)
36,698 (490)36,208 
Segment (loss) profit(61,318)47,595 (13,723)
Reconciliation of segment profit or loss:
General and administrative(9,556)
Transaction costs(29)
Interest income1,054 
Interest expense(89,391)
Income tax expense(843)
Equity in losses of an investee (3,947)
Net loss$(116,435)
(1)    Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 10.
(2)    Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
(3)    Other segment items for each reportable segment include transaction related costs, gains and losses on asset impairment and sale of real estate and interest income, as applicable.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Three Months Ended March 31, 2024
HotelsNet LeaseTotal
Revenues:  
Hotel operating revenues $336,236 $— $336,236 
Rental income— 100,014 100,014 
Total revenues 336,236 100,014 436,250 
Less (plus):   
Labor and benefits (1)
135,998 1,011 137,009 
 Management fees 12,295 1,484 13,779 
 Real estate taxes and insurance 33,511 690 34,201 
 Other operating expenses (2)
123,282 1,538 124,820 
 Depreciation and amortization 55,086 38,021 93,107 
 Interest expense — 11,517 11,517 
 Other segment items (3)
773 4,473 5,246 
Segment (loss) profit(24,709)41,280 16,571 
Reconciliation of segment profit or loss:
General and administrative(10,506)
Interest income 1,794 
Interest expense (79,897)
Income tax expense(1,007)
Equity in losses of an investee (5,338)
Net loss$(78,383)
(1)    Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 10.
(2)    Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
(3)    Other segment items for each reportable segment include gains and losses on asset impairment and sale of real estate and interest income, as applicable.
As of March 31, 2025
As of December 31, 2024
Assets:
Hotels$3,849,611 $3,897,132 
Net Lease2,911,420 2,942,585 
Corporate215,048 279,841 
Total assets$6,976,079 $7,119,558 
Three Months Ended March 31,
20252024
Capital expenditures:
Hotels$45,121 $68,340 
Net Lease748 442 
Total capital expenditures$45,869 $68,782 
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 14. Fair Value of Assets and Liabilities
The table below presents certain of our assets carried at fair value at March 31, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
Fair Value at Reporting Date Using
DescriptionTotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurement Assets:
Assets of properties held for sale (1)
$124,400 $— $124,400 $— 
(1)We recorded impairment charges totaling $37,067 during the three months ended March 31, 2025, to reduce the carrying value of 16 hotels in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $2,633, based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).
In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At March 31, 2025 and December 31, 2024, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:
March 31, 2025December 31, 2024
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Senior Unsecured Notes, due 2026 at 5.25%
$349,012 $347,673 $348,730 $339,889 
Senior Unsecured Notes, due 2026 at 4.75%
449,110 440,987 448,957 425,237 
Senior Unsecured Notes, due 2027 at 4.95%
398,617 388,760 398,428 373,796 
Senior Guaranteed Unsecured Notes, due 2027 at 5.50%
447,040 434,066 446,758 420,809 
Net Lease Mortgage Notes, due 2028 at 5.60%
570,760 593,678 568,283 585,236 
Senior Unsecured Notes, due 2028 at 3.95%
396,792 362,592 396,505 335,056 
Senior Guaranteed Unsecured Notes, due 2029 at 8.375%
683,886 699,692 682,934 676,725 
Senior Unsecured Notes, due 2029 at 4.95%
421,466 350,961 421,269 338,071 
Senior Unsecured Notes, due 2030 at 4.375%
394,473 308,884 394,189 301,752 
Senior Secured Notes, due 2031 at 8.625%
973,088 1,054,910 972,073 1,040,590 
Senior Guaranteed Unsecured Notes, due 2032 at 8.875%
483,158 494,810 482,577 462,755 
Total financial liabilities$5,567,402 $5,477,013 $5,560,703 $5,299,916 
(1)Carrying value includes unamortized discounts, premiums and certain debt issuance costs.
At March 31, 2025 and December 31, 2024, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At March 31, 2025 and December 31, 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2024 Annual Report.
Overview (dollars in thousands, except per share amounts and per room hotel data)
We are a REIT organized under the laws of the State of Maryland. As of March 31, 2025, we owned 941 properties in 46 states, the District of Columbia, Canada and Puerto Rico.
Consumer confidence, corporate travel and lodging demand will continue to be affected by economic and market conditions, inflationary pressures, uncertainties surrounding interest rates, unemployment levels, work from home policies, use of technologies and broader economic trends. Increased labor costs and other price inflation may continue to negatively impact our hotel operations and the operations of our tenants. Further, recent announcements regarding tariffs on a wide variety of imports could impact the cost of products our operators use, such as furniture, equipment, materials and supplies sourced from outside the United States. An economic recession or continued or intensified disruptions in the financial markets could adversely affect our financial condition, operations at our hotels, our tenants and their ability or willingness to renew our leases or pay rent to us, may restrict our ability to obtain new or replacement financing, would likely increase our cost of capital, and may cause the values of our properties to decline.
We are at various stages of selling 119 hotels with a total of 15,912 keys and a combined net carrying value of $945,100. We expect to sell these hotels in 2025 and use the net proceeds to repay debt.
Management Agreements and Leases. At March 31, 2025, we owned 202 hotels operated under four agreements. We leased all of these hotels to our wholly owned TRSs that are managed by hotel operating companies as of that date. At March 31, 2025, we also owned 739 service-focused retail properties leased to 175 tenants subject to “triple net” leases, where the tenants are generally responsible for the payment of operating expenses and capital expenditures. Our condensed consolidated statements of comprehensive income (loss) include hotel operating revenues and hotel operating expenses of our managed hotels and rental income and net lease operating expenses from our net lease properties.
Hotel Portfolio. As of March 31, 2025, we owned 202 hotels. During the three months ended March 31, 2025, the U.S. hotel industry generally realized increases in average daily rate, or ADR, and revenue per available room, or RevPAR, compared to the corresponding 2024 periods. Our hotels produced increases in ADR and outpaced the industry increases in RevPAR, which we believe is partially a result of renovation disruption in the 2024 period.
Comparable Hotels Data. We present occupancy, ADR and RevPAR for the periods presented on a comparable basis to facilitate comparisons between periods. We define comparable hotels as those that were owned by us and were open and operating for the entirety of the periods being compared. For each of the three months ended March 31, 2025 and 2024, our comparable results exclude one hotel that suspended operations during the periods presented. The following table provides a summary of these revenue metrics for the periods presented.
Three Months Ended March 31,
20252024Change
Comparable Hotels
No. of hotels201 201 — 
No. of rooms or suites35,261 35,261 — 
Occupancy57.9 %57.1 %0.8  pts
ADR$144.61 $142.74 1.3 %
RevPAR$83.67 $81.52 2.6 %
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The following table provides a summary for all of our hotels with these revenue metrics for the periods presented, which we believe are key indicators of performance at our hotels.
Three Months Ended March 31,
20252024Change
All Hotels
No. of hotels202 220 (18)
No. of rooms or suites35,359 37,697 (2,338)
Occupancy57.8 %56.3 %1.5  pts
ADR$144.61 $139.83 3.4 %
RevPAR $83.52 $78.69 6.1 %
Net Lease Portfolio. As of March 31, 2025, we owned 739 service-focused retail net lease properties with an aggregate of 13,189,476 square feet leased to 175 tenants subject to “triple net” leases (where the tenants are responsible for payments of operating expenses and capital expenditures) requiring annual minimum rents of $380,568. Our net lease properties were 97.8% occupied as of March 31, 2025 with a weighted (by annual minimum rent) average lease term of 7.8 years, operating under 136 brands in 21 distinct industries. TA is our largest tenant and as of March 31, 2025, leased 175 of our travel centers under five master leases that expire in 2033 and require annual minimum rents of $259,080. In addition, TA receives an annual credit of $25,000 as a result of prepaid rent. BP Corporation North America Inc. guarantees payment under the TA leases, subject to a cap.
Additional details of our hotel operating agreements and our net lease agreements are set forth in Note 6 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Results of Operations (amounts in thousands, except per share data)
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Three Months Ended March 31,
20252024$ Change% Change
Revenues:    
Hotel operating revenues$334,963 $336,236 $(1,273)(0.4)%
Rental income100,216 100,014 202 0.2 %
Total revenues435,179 436,250 (1,071)(0.2)%
Expenses:    
Hotel operating expenses305,840 305,086 754 0.2 %
Net lease operating expenses5,628 4,723 905 19.2 %
Depreciation and amortization - hotels53,743 55,086 (1,343)(2.4)%
Depreciation and amortization - net lease properties35,357 38,021 (2,664)(7.0)%
Total depreciation and amortization89,100 93,107 (4,007)(4.3)%
General and administrative9,556 10,506 (950)(9.0)%
Transaction related costs111 — 111 n/m
Loss on asset impairment37,067 2,451 34,616 n/m
Total expenses447,302 415,873 31,429 7.6 %
Gain (loss) on sale of real estate, net746 (2,963)3,709 (125.2)%
Interest income1,249 1,962 (713)(36.3)%
Interest expense(101,517)(91,414)(10,103)11.1 %
Loss before income tax expense and equity in losses of an investee(111,645)(72,038)(39,607)55.0 %
Income tax expense(843)(1,007)164 (16.3)%
Equity in losses of an investee(3,947)(5,338)1,391 (26.1)%
Net loss$(116,435)$(78,383)$(38,052)48.5 %
Weighted average common shares outstanding (basic and diluted)165,615 165,158 457 0.3 %
Net loss per common share (basic and diluted)$(0.70)$(0.48)$(0.22)45.8 %
References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since January 1, 2024 ($7,798), partially offset by increases in occupancy and average rates at certain hotels during the 2025 period ($6,525). Additional operating statistics of our hotels are included in the tables beginning on page 32.
Rental income. The increase in rental income is primarily a result of higher rental income recognized at certain of our net lease properties ($710), partially offset by our sales of certain net lease properties since January 1, 2024 ($508).
Hotel operating expenses. The increase in hotel operating expenses is primarily a result of increases in wages and benefits ($6,967) and other operating expenses ($2,697) in the 2025 period, partially offset by our sales of certain hotels since January 1, 2024 ($8,910).
Net lease operating expenses. The increase in net lease operating expenses is primarily the result of increased property management fees ($594) and other operating expenses ($311) in the 2025 period.
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Depreciation and amortization - hotels. The decrease in depreciation and amortization - hotels is primarily a result of certain of our depreciable assets becoming fully depreciated since January 1, 2024 ($5,769) and our sale of certain hotels since January 1, 2024 ($2,498), partially offset by depreciation and amortization related to capital expenditures made since January 1, 2024 ($6,924).
Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of certain of our depreciable assets becoming fully depreciated since January 1, 2024 ($2,129) and our sale of certain net lease properties since January 1, 2024 ($535).
General and administrative. The decrease in general and administrative costs is primarily due to decreases in business management fees ($827) and other professional fees ($123) in the 2025 period.
Transaction related costs. Transaction related costs for the 2025 period primarily consisted of costs related to the renovation of certain hotels, partially offset by the recovery of a working capital reserve related to our former agreement with Marriott International, Inc. previously deemed uncollectable and expensed in 2021.
Loss on asset impairment. We recorded a $37,067 loss on asset impairment during the 2025 period to reduce the carrying value of 16 hotels to their estimated fair value less costs to sell. We recorded a $2,451 loss on asset impairment during the 2024 period to reduce the carrying value of five net lease properties to their estimated fair value less costs to sell.
Gain (loss) on sale of real estate, net. We recorded a $746 net gain on sale of real estate during the 2025 period in connection with the sales of four hotels and three net lease properties. We recorded a $2,963 net loss on sale of real estate during the 2024 period in connection with the sales of one hotel and three net lease properties.
Interest income. The decrease in interest income is due to lower average cash balances invested and lower interest rates during the 2025 period compared to the 2024 period.
Interest expense. The increase in interest expense is primarily due to higher weighted average interest rates during the 2025 period compared to the 2024 period.
Income tax expense. The decrease in income tax expense is primarily due to a decrease in state tax expense ($268), partially offset by an increase in foreign tax expense ($104) during the 2025 period.
Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta.
Net loss. Our net loss and net loss per common share (basic and diluted) each increased in the 2025 period compared to the 2024 period primarily due to the revenue and expense changes discussed above.
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Liquidity and Capital Resources (dollars in thousands, except per share amounts)
Our Managers and Tenants
As of March 31, 2025, all 202 of our hotels were managed by four hotel operating companies. Our 739 service-focused retail net lease properties were leased to 175 tenants. The costs of operating and maintaining our properties are generally paid by the hotel managers as agents for us or by our tenants for their own account. Our hotel managers and tenants derive their funding for property operating expenses and for returns and rents due to us generally from property operating revenues and, to the extent these parties themselves fund our owner’s priority returns and rents, from their separate resources. As of March 31, 2025, Sonesta is our largest hotel manager (177 hotels) and TA is our largest tenant (175 travel centers).
We recorded reserves for uncollectable amounts and reduced rental income by $235 and $665 for the three months ended March 31, 2025 and 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $4,959 and $5,058 as of March 31, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets.
We define net lease rent coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to us weighted by the minimum rent of the property to total minimum rents of the net lease portfolio. Tenants with no minimum rent required under the lease are excluded. EBITDAR amounts used to determine rent coverage are generally for the latest twelve-month period, based on the most recent operating information, if any, furnished by our tenants. Operating statements furnished by our tenants often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by us. In instances where we do not have tenant financial information, we calculate an implied coverage ratio for the period based on other tenants with available financial statements operating the same brand or within the same industry. As a result, we believe using this implied coverage metric provides a more reasonable estimated representation of recent operating results and the financial condition for those tenants. Our net lease properties generated rent coverage of 2.07x and 2.37x as of March 31, 2025 and 2024, respectively.
Our Operating Liquidity and Capital Resources
Our principal sources of funds to meet operating and capital expenses, debt service obligations and distributions to our shareholders are owner’s priority returns from our hotels, rents from our net lease portfolio and borrowings under our revolving credit facility and VFN. We receive owner’s priority returns and rents from our managers and tenants monthly. We may receive additional returns, percentage rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions, if any, either monthly or quarterly, and these amounts are usually subject to annual reconciliations. We believe these sources of funds will be sufficient to meet our operating expenses and capital expenditures, pay debt service obligations and make distributions to our shareholders for the next twelve months and for the foreseeable future thereafter. However, as a result of economic conditions, including if the U.S. enters an economic recession, or otherwise, our managers and tenants may become unable or unwilling to pay owner’s priority returns and rents to us when due, and, as a result, our cash flows and net income would decline.
The following is a summary of our sources and uses of cash flows for the periods presented:
Three Months Ended March 31,
20252024
Cash and cash equivalents and restricted cash at the beginning of the period$157,386 $197,830 
Net cash provided by (used in):
Operating activities38,200 (926)
Investing activities(42,192)(74,829)
Financing activities(59,300)(34,749)
Cash and cash equivalents and restricted cash at the end of the period$94,094 $87,326 
The change from cash flow used in operating activities in the 2024 period to cash flow provided by operating activities in the 2025 period is primarily due to lower cash paid for interest in the 2025 period. The decrease in cash flow used in investing activities in the 2025 period is primarily due to higher proceeds from the sale of real estate in the 2025 period and decreased real estate improvements during the 2025 period. The increase in cash flow used in financing activities in the 2025 period is primarily due to higher net borrowings in the 2025 period, partially offset by lower distributions to common shareholders during the 2025 period.
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We maintain our qualification for taxation as a REIT under the IRC by meeting certain requirements. We lease 202 hotels to our wholly owned TRSs that are managed by hotel operating companies. As a REIT, we do not expect to pay federal income taxes on the majority of our income; however, the income realized by our TRSs in excess of the rent they pay to us is subject to U.S. federal income tax at corporate income tax rates. In addition, the income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties despite our qualification for taxation as a REIT.
Our Investment and Financing Liquidity and Capital Resources
Our hotel operating agreements generally provide that, if necessary, we may provide our managers with funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves or when no FF&E reserves are available. During the three months ended March 31, 2025, we funded $44,053 for capital improvements in excess of FF&E reserves available to our hotels. We currently expect to fund $210,000 during the last nine months of 2025 for capital improvements to certain hotels using cash on hand and borrowings under our revolving credit facility.
Various percentages of total sales at some of our hotels are escrowed as FF&E reserves to fund future capital improvements. We own all the FF&E escrows for our hotels. During the three months ended March 31, 2025, certain of our hotel managers deposited $971 to these accounts and spent $1,124 from the FF&E reserve escrow accounts to renovate and refurbish our hotels. As of March 31, 2025, there was $5,289 on deposit in these escrow accounts, which was held directly by us and is reflected in our condensed consolidated balance sheets as restricted cash.
Our net lease portfolio leases do not require FF&E escrow deposits and tenants under these leases are generally required to maintain the leased properties, including structural and non-structural components. We may provide tenant improvement allowances to tenants in certain cases or may develop sites with the intent to lease them. During the three months ended March 31, 2025, we funded $748 for capital improvements to our net lease properties. As of March 31, 2025, we had $1,382 of unspent leasing-related obligations related to certain of our net lease tenants.
During the three months ended March 31, 2025, we sold seven properties for a combined sales price of $22,700, excluding closing costs. From April 1, 2025 through May 2, 2025, we sold one net lease property with 2,053 square feet for a sales price of $365, excluding closing costs. We have also entered into agreements to sell four hotels with a total of 492 keys for a combined sales price of $26,500, excluding closing costs, and one net lease property with 1,122 square feet for a sales price of $395, excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling 115 hotels with a total of 15,420 keys and six net lease properties with a total of 80,249 square feet for sale. We believe it is probable that the sales of these properties will be completed within one year. We expect to use the net sales proceeds from these sales for general business purposes, including to repay debt.
From April 1, 2025 through May 2, 2025, we acquired three net lease properties with a total of 18,218 square feet for a combined purchase price of $12,597, excluding closing costs. We have also entered into agreements to acquire six net lease properties with a total of 69,236 square feet for a combined purchase price of $20,734, excluding closing costs. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change.
During the three months ended March 31, 2025, we declared and paid a regular quarterly distribution to common shareholders using cash on hand as follows:
Declaration DateRecord DatePaid DateDividend Per Common ShareTotal Distributions
January 16, 2025January 27, 2025February 20, 2025$0.01 $1,666 
On April 10, 2025, we declared a regular quarterly distribution to common shareholders of record as of April 22, 2025 of $0.01 per common share, or approximately $1,666. We expect to pay this distribution on or about May 15, 2025 using cash on hand.
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In order to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $650,000 secured revolving credit facility which is governed by a credit agreement. This revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on SOFR plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.50% as of March 31, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of March 31, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.91% and 7.84%, respectively. As of both March 31, 2025 and May 2, 2025, we had $50,000 outstanding under our revolving credit facility and $600,000 available for borrowings.
As collateral for all loans and other obligations under the credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on 67 properties, including 64 hotels and three net lease properties, with an aggregate undepreciated book value of $1,691,230 as of March 31, 2025. During the three months ended March 31, 2025, we sold two hotels that previously served as collateral under our revolving credit facility. In connection with the sales of these hotels, the hotels were released from the collateral pool in accordance with the terms of our revolving credit facility.
In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the required debt service coverage ratio covenant from 1.50 times to 1.30 times effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50 times debt service coverage level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10% effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys and an aggregate undepreciated book value of $1,375,449 will be released from the collateral pool and 35 travel centers leased to TA, which travel centers we refer to as our TA No. 5 lease, with an aggregate undepreciated book value of $598,908, will be added as collateral to our revolving credit facility. Of the hotels being released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $655,514 are part of our hotel disposition plan. The corresponding equity pledges will be swapped as well. We expect to complete this collateral swap by the end of the second quarter of 2025.
Net Lease Mortgage Notes
On January 27, 2025, the Issuer issued a variable funding note secured by the 315 net lease properties that secure our existing $606,122 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75%, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of March 31, 2025, the annual interest rate payable on borrowings under the VFN was 6.16%. As of March 31, 2025, $45,000 was outstanding under the VFN.
Our debt maturities (other than our revolving credit facility and VFN) as of March 31, 2025 were as follows:
YearDebt Maturities
2025$1,469 
2026801,958 
2027851,958 
20281,000,737 
20291,125,000 
Thereafter1,900,000 
$5,681,122 
None of our senior note debt obligations require principal or sinking fund payments prior to their maturity dates. Our mortgage notes require monthly principal payments as described in Part I, Item 3 of this Quarterly Report on Form 10-Q.
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We currently expect to use cash on hand, the cash flows from our operations, borrowings under our revolving credit facility or VFN, net proceeds from any asset sales and net proceeds of offerings of equity or the incurrence of debt to fund our operations, capital expenditures, investments, future debt maturities, distributions to our shareholders and other general business purposes.
When significant amounts are outstanding for an extended period of time under our revolving credit facility, or the maturities of our indebtedness approach, we currently expect to explore refinancing alternatives. Such alternatives may include incurring additional debt, issuing new equity securities and the sale of properties. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities. We may also seek to participate in joint ventures or other arrangements that may provide us additional sources of financing. We may also assume mortgage debt on properties we may acquire or obtain mortgage financing on our existing properties.
While we believe we will generally have access to various types of financings, including debt or equity, to fund our future acquisitions and to pay our debts and other obligations, we cannot be sure that we will be able to complete any debt or equity offerings or other types of financings or that our cost of any future public or private financings will not increase.
Our ability to complete, and the costs associated with, future debt transactions depend primarily upon credit market conditions and our then perceived creditworthiness. We have no control over market conditions. Our credit ratings depend upon evaluations by credit rating agencies of our business practices and plans, including our ability to maintain our earnings, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investment and financing activities. However, as discussed elsewhere in this Quarterly Report on Form 10-Q, the impacts of the current, and possibly future, inflationary conditions, uncertainties surrounding interest rates and a possible economic recession are uncertain and may have various negative consequences on us and our operations, including a decline in financing availability and increased costs for financing. Further, such conditions could also disrupt the capital markets generally and limit our access to financing from public sources or on favorable terms, particularly if the global financial markets experience significant disruptions.
Debt Covenants
Our debt obligations at March 31, 2025 consisted of $50,000 of borrowings outstanding under our $650,000 revolving credit facility, $5,075,000 aggregate principal amounts of senior notes, $606,122 aggregate principal amounts of mortgage notes and $45,000 of borrowings outstanding under the VFN. For further information regarding our indebtedness, see Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our publicly and privately issued senior notes are governed by our indentures and related supplements. These indentures and related supplements and our credit agreement contain covenants that generally restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, and require us to maintain various financial ratios. Our credit agreement, net lease mortgage notes, secured senior notes and unsecured senior notes, indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business manager. As of March 31, 2025, we believe we were in compliance with all of the covenants under our indentures and their supplements, net lease mortgage notes and our credit agreement.
Senior Notes Indenture Covenants
The following table summarizes the results of the financial tests required by the indentures and related supplements for our senior secured and unsecured notes as of March 31, 2025:
Actual ResultsCovenant Requirement
Total debt / adjusted total assets55.2%Maximum of 60%
Secured debt / adjusted total assets16.3%Maximum of 40%
Consolidated income available for debt service / debt service 1.50xMinimum of 1.50x
Total unencumbered assets / unsecured debt171.7%Minimum 150%
Total unencumbered assets in guarantor subsidiaries / senior guaranteed unsecured debt
4.06x
Minimum of 2.20x
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As of March 31, 2025, adjusted total assets for covenant purposes as defined in our senior notes indentures were $10,462,373 and assets encumbered under our revolving credit facility, serving as collateral for our net lease mortgage notes or secured senior notes represented $3,466,968 of adjusted total assets, as defined in our senior notes indentures. Our unencumbered hotels, travel centers, other net lease properties and other corporate assets represent $4,389,459, $1,579,070, $819,950 and $206,926 of adjusted total assets, respectively.
The following table presents the calculation of adjusted total assets to total assets in accordance with GAAP:
Total assets$6,976,079 
Plus: accumulated depreciation (1)
3,267,989 
Plus: impairment and other adjustments to reflect original cost of real estate assets446,569 
Less: accounts receivable and intangibles(228,264)
Adjusted total assets$10,462,373 
(1)Includes $875,222 of accumulated depreciation on assets of properties held for sale.
Our ability to incur additional debt is subject to meeting the required covenant levels and subject to the provisions of our credit agreement and senior notes indentures.
Acceleration and Cross-Default
Our indentures and their supplements contain cross default provisions to any other debt of $50,000 or more. Similarly, our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $75,000 or more. Neither our indentures and their supplements nor our credit agreement contain provisions for acceleration which could be triggered by a change in our debt ratings.
Supplemental Guarantor Information
Our 5.50% Senior Notes due 2027, or the 2027 Notes, our 8.375% Senior Guaranteed Unsecured Notes due 2029, or the 2029 Notes, and our 8.875% Senior Guaranteed Unsecured Notes due 2032, or the 2032 Notes, are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including our foreign subsidiaries and our subsidiaries pledged under our credit agreement and our net lease mortgage notes. The notes and the guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $2,425,000 of senior unsecured notes do not have the benefit of any guarantees.
A subsidiary guarantor’s guarantee of the 2027 Notes, the 2029 Notes and the 2032 Notes and all other obligations of such subsidiary guarantor under the indentures governing the notes will automatically terminate and such subsidiary guarantor will automatically be released from all of its obligations under such subsidiary guarantee and such indenture under certain circumstances, including on or after the date on which (a) the notes have received a rating equal to or higher than Baa2 (or the equivalent) by Moody’s Investor Services, or Moody’s, and BBB (or the equivalent) by Standard & Poor’s Ratings Services, or S&P, or if Moody’s or S&P ceases to rate the notes for reasons outside of our control, the equivalent investment grade rating from any other rating agency and (b) no default or event of default has occurred and is continuing under the indenture. Our non-guarantor subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on these notes or the guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of these notes to benefit from any of the assets of our non-guarantor subsidiaries are subject to the prior satisfaction of claims of those subsidiaries’ creditors and any preferred equity holders. As a result, these notes and the related guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee these notes, including guarantees of or pledges under other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity.
The following table presents summarized financial information for us and the subsidiary guarantors, on a combined basis, after elimination of (i) intercompany transactions and balances among us and the subsidiary guarantors, and (ii) equity in earnings from, and any investments in, any of our non-guarantor subsidiaries:
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As of March 31, 2025As of December 31, 2024
Real estate properties, net (1)
$4,117,264 $4,167,260 
Other assets, net459,057 507,507 
Indebtedness, net$5,046,642 $5,142,420 
Intercompany balances (2)
752,428 751,637 
Other liabilities397,770 358,778 
Three Months Ended March 31, 2025
Revenues
$369,833 
Expenses
451,361 
Net loss
$(81,528)
(1)Real estate properties, net as of March 31, 2025 includes $138,986 of properties owned directly by us and not included in the assets of the subsidiary guarantors.
(2)Intercompany balances represent payables to non-guarantor subsidiaries.
Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc. and Sonesta and others related to them. For further information about these and other such relationships and related person transactions, see Notes 6, 10 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the Securities and Exchange Commission, or SEC. In addition, see the section captioned “Risk Factors” in our 2024 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include consolidation of VIEs, purchase price allocations, the determination of useful lives of fixed assets, classification of leases, and the assessment of the book values and impairment of real estate intangible assets and equity investments.
A discussion of our critical accounting estimates is included in our 2024 Annual Report. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2024.
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Property and Operating Statistics (dollars in thousands, except hotel statistics)
As of March 31, 2025, we owned and managed a diverse portfolio of hotels and net lease properties across the United States and in Puerto Rico and Canada with 145 distinct brands across 22 industries.
Hotel Portfolio
The following tables summarize the operating statistics, including occupancy, ADR and RevPAR reported to us by our hotel managers by hotel brand for the periods indicated. All operating data presented are based upon the operating results provided by our hotel managers for the indicated periods. We have not independently verified our managers’ operating data.
Comparable Hotels*No. of Rooms or SuitesOccupancy ADRRevPAR
Service LevelNo. of HotelsThree Months Ended
March 31,		Three Months Ended
March 31,		Three Months Ended
March 31,
Brand20252024Change20252024Change20252024Change
Sonesta Hotels & Resorts®Full Service22 7,207 54.3 %56.3 %(2.0) pts$167.99 $164.22 2.3 %$91.20 $92.38 (1.3)%
Royal Sonesta Hotels®Full Service17 5,663 51.2 %50.7 %0.5  pts246.16 236.71 4.0 %125.96 120.10 4.9 %
Radisson® Hotels & ResortsFull Service5 1,149 59.5 %60.5 %(1.0) pts154.09 151.08 2.0 %91.62 91.40 0.2 %
Crowne Plaza®Full Service1 495 73.4 %64.6 %8.8  pts149.84 148.98 0.6 %109.98 96.17 14.4 %
Country Inn & Suites® by RadissonFull Service2 346 55.6 %60.3 %(4.7) pts131.03 134.86 (2.8)%72.84 81.29 (10.4)%
Full Service Total/Average47 14,860 54.2 %54.9 %(0.7) pts193.24 187.29 3.2 %104.67 102.74 1.9 %
Sonesta Select®Select Service39 5,711 54.1 %52.2 %1.9  pts115.00 116.73 (1.5)%62.25 60.99 2.1 %
Hyatt Place®Select Service17 2,107 62.6 %47.5 %15.1  pts123.07 119.88 2.7 %77.05 56.91 35.4 %
Select Service Total/Average56 7,818 56.4 %51.0 %5.4  pts117.41 117.52 (0.1)%66.24 59.89 10.6 %
Sonesta ES Suites®Extended Stay52 6,689 65.0 %65.4 %(0.4) pts127.82 126.64 0.9 %83.02 82.84 0.2 %
Sonesta Simply Suites®Extended Stay46 5,894 61.0 %61.5 %(0.5) pts89.45 89.80 (0.4)%54.61 55.25 (1.2)%
Extended Stay Total/Average98 12,583 63.1 %63.6 %(0.5) pts110.44 109.94 0.5 %69.71 69.92 (0.3)%
Comparable Hotels Total/Average201 35,261 57.9 %57.1 %0.8  pts$144.61 $142.74 1.3 %$83.67 $81.52 2.6 %
*We define comparable hotels as those that were owned by us and were open and operating for the entirety of the periods being compared. For each of the three months ended March 31, 2025 and 2024, our comparable results exclude one hotel that suspended operations during the periods presented.
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All Hotels*
No. of Rooms or SuitesOccupancy ADRRevPAR
Service LevelNo. of HotelsThree Months Ended
March 31,		Three Months Ended
March 31,		Three Months Ended
March 31,
Brand20252024Change20252024Change20252024Change
Retained Hotels:
Royal Sonesta Hotels®Full Service17 5,663 51.2 %50.7 %0.5 pts$246.16$236.714.0 %$125.96 $120.10 4.9 %
Sonesta Hotels & Resorts®Full Service22 7,207 54.3 %56.3 %(2.0) pts167.99164.222.3 %91.20 92.38 (1.3)%
Radisson® Hotels & ResortsFull Service5 1,149 59.5 %60.5 %(1.0) pts154.09151.082.0 %91.62 91.40 0.2 %
Country Inn & Suites® by RadissonFull Service2 346 55.6 %60.3 %(4.7) pts131.03134.86(2.8)%72.84 81.29 (10.4)%
Full Service Total/Average46 14,365 53.5 %54.5 %(1.0) pts195.29188.863.4 %104.49 102.96 1.5 %
Sonesta ES Suites®Extended Stay7 958 68.2 %68.4 %(0.2) pts152.94154.67(1.1)%104.27 105.87 (1.5)%
Sonesta Select®Select Service6 873 61.6 %57.3 %4.3 pts120.77122.53(1.4)%74.46 70.20 6.1 %
Sonesta Simply Suites®Extended Stay7 1,144 67.7 %63.1 %4.6 pts115.05115.39(0.3)%77.91 72.81 7.0 %
Hyatt Place®Select Service17 2,107 62.6 %47.5 %15.1 pts123.07119.882.7 %77.05 56.91 35.4 %
Focused Service Total/Average37 5,082 64.6 %56.6 %8.0 pts126.74127.14(0.3)%81.93 72.00 13.8 %
Retained Hotels Total/Average83 19,447 56.4 %55.1 %1.3 pts$174.76$172.271.4 %$98.59 $94.87 3.9 %
Exit Hotels:
Crowne Plaza®Full Service1 495 73.4 %64.6 %8.8 pts$149.84$148.980.6 %$109.98 $96.17 14.4 %
Sonesta ES Suites®Extended Stay45 5,731 64.4 %64.9 %(0.5) pts123.37121.701.4 %79.47 78.99 0.6 %
Sonesta Select®Select Service33 4,838 52.8 %51.3 %1.5 pts113.78115.56(1.5)%60.04 59.32 1.2 %
Sonesta Simply Suites®Extended Stay40 4,848 58.7 %60.4 %(1.7) pts82.4383.44(1.2)%48.36 50.36 (4.0)%
Exit Hotels Total/Average119 15,912 59.4 %59.4 %— pts 109.54109.220.3 %65.07 64.86 0.3 %
All Hotels Total/Average202 35,359 57.8 %57.0 %0.8 pts$144.61$142.741.3 %$83.52 $81.38 2.6 %
*Includes results of all hotels owned as of March 31, 2025. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 59 hotels managed by Sonesta, 17 hotels managed by Hyatt, and seven hotels managed by Radisson that we will continue to own after the Exit Hotels are sold. Exit Hotels represent 118 hotels managed by Sonesta and one hotel managed by IHG that we plan to sell.
Net Lease Portfolio
As of March 31, 2025, our net lease properties were 97.8% occupied and we had 16 properties available for lease. During the three months ended March 31, 2025, we entered into lease renewals for 31,607 rentable square feet (four properties) at weighted (by rentable square feet) average rents that were 18.0% above the prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 6.0 years. We also entered into new leases for 1,685 rentable square feet (one property) at rent that was 15.7% above the prior rent for the same space. The lease term for this new lease was 3.0 years.
Generally, lease agreements with our net lease tenants require payment of minimum rent to us. Certain of these minimum rent payment amounts are secured by full or limited guarantees. Annualized minimum rent represents cash amounts and excludes adjustments, if any, necessary to record scheduled rent changes on a straight line basis or any expense reimbursement. Annualized minimum rent excludes the impact of rents prepaid by TA.
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As of March 31, 2025, our net lease tenants operated across 136 brands. The following table identifies the top ten brands based on annualized minimum rent:
BrandNo. of Properties
Investment (1)
Percent of Total InvestmentAnnualized Minimum Rent
Percent of Total Annualized
Minimum Rent
Rent Coverage (2)
1.TravelCenters of America Inc.131$2,254,950 44.8 %$176,793 46.5 %1.34 x
(3)
2.Petro Stopping Centers441,015,156 20.2 %82,287 21.6 %1.34 x
(3)
3.The Great Escape1498,242 2.0 %7,711 2.0 %4.75 x
4.Life Time Fitness392,617 1.8 %5,770 1.5 %2.84 x
5.Buehler's Fresh Foods576,469 1.5 %5,657 1.5 %2.54 x
6.Heartland Dental5961,120 1.2 %4,769 1.3 %4.81 x
7.Norms1053,673 1.1 %3,826 1.0 %3.36 x
8.Express Oil Change2349,724 1.0 %3,717 1.0 %5.88 x
9.AMC Theatres557,361 1.1 %3,558 0.9 %1.85 x
10.Pizza Hut4045,285 0.9 %3,463 0.9 %2.38 x
Other (4)
4051,227,284 24.4 %83,017 21.8 %3.62 x
Total739$5,031,881 100.0 %$380,568 100.0 %2.07 x
(1)Represents the historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 26 for our definition of rent coverage.
(3)Rent coverage information provided by tenant is for all 175 sites on a consolidated basis and is as of March 31, 2025.
(4)Consists of 126 distinct brands with an average investment of $3,030 per property and average annual minimum rent of $205 per property.
As of March 31, 2025, our top ten net lease tenants based on our annualized minimum rent are listed below:
TenantBrand AffiliationNo. of Properties
Investment (1)
Percent of Total InvestmentAnnualized
Minimum Rent		Percent of Total Annualized
Minimum Rent
Rent Coverage (2)
1.
TravelCenters of America Inc. (3)
TravelCenters of America / Petro Stopping Centers175$3,270,106 65.0 %$259,080 68.1 %1.34x
2.Universal Pool Co., Inc.The Great Escape1498,242 2.0 %7,711 2.0 %4.75x
3.Healthy Way of Life II, LLCLife Time Fitness392,617 1.8 %5,770 1.5 %2.84x
4.Styx Acquisition, LLCBuehler's Fresh Foods576,469 1.5 %5,657 1.5 %2.54x
5.Professional Resource Development, Inc.Heartland Dental5961,120 1.2 %4,769 1.3 %4.81x
6.Norms Restaurants, LLCNorms1053,673 1.1 %3,826 1.0 %3.36x
7.Express Oil Change, L.L.C.Express Oil Change2349,724 1.0 %3,717 1.0 %5.88x
8.Pilot Travel Centers LLCFlying J Travel Plaza341,681 0.8 %3,312 0.9 %3.28x
9.Automotive Remarketing Group, Inc.America's Auto Auction638,314 0.8 %3,216 0.8 %7.16x
10.Fleet Farm Group LLCFleet Farm137,802 0.8 %2,837 0.7 %2.41x
Subtotal, top 102993,819,748 76.0 %299,895 78.8 %1.71x
11.
Other (4)
Various4401,212,133 24.0 %80,673 21.2 %3.41x
Total 739$5,031,881 100.0 %$380,568 100.0 %2.07x
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 26 for our definition of rent coverage.
(3)TA is our largest tenant. As of March 31, 2025, we leased 175 travel centers (131 under the TravelCenters of America brand and 44 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2033. TA has five renewal options for 10 years each for all of the travel centers under each lease. BP Corporation North America Inc. guarantees payments under each of the five master leases. The aggregate guaranty as of March 31, 2025 was $3,037,475. Annualized minimum rent excludes the impact of rents prepaid by TA. Rent coverage was 1.39x, 1.40x, 1.40x, 1.47x and 1.11x for our TA leases no. 1, no. 2, no. 3, no. 4 and no. 5, respectively. Rent coverage is as of March 31, 2025.
(4)Consists of 165 tenants with an average investment of $2,755 per property and an average annual minimum rent of $183 per property.
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As of March 31, 2025, our net lease tenants operated across 21 distinct industries within the service-focused retail sector of the U.S. economy.
IndustryNo. of Properties
Investment (1)
Percent of Total InvestmentAnnualized
Minimum Rent		Percent of Total Annualized
Minimum Rent
Rent Coverage (2)
1.Travel Centers178$3,311,787 65.8%$262,392 68.9 %
1.36 x
(3)
2.Restaurants - Quick Service206282,092 5.6%19,408 5.1 %3.08 x
3.Restaurants - Casual Dining55194,448 3.9%12,150 3.2 %2.88 x
4.Health and Fitness13187,579 3.7%11,246 3.0 %2.19 x
5.Home Goods and Leisure20134,613 2.7%10,763 2.8 %4.10 x
6.Grocery Stores19129,152 2.6%9,317 2.4 %3.19 x
7.Medical, Dental Office70104,042 2.1%8,246 2.2 %3.59 x
8.Movie Theaters14134,389 2.7%8,236 2.2 %1.87 x
9.Automotive Equipment and Services64107,054 2.1%7,799 2.0 %5.15 x
10.Automotive Dealers862,656 1.2%4,973 1.3 %6.04 x
11.Entertainment461,436 1.2%4,609 1.2 %2.12 x
12.General Merchandise Stores455,457 1.1%3,983 1.0 %3.07 x
13.Educational Services744,820 0.9%3,563 0.9 %1.82 x
14.Building Materials2934,006 0.7%3,257 0.9 %8.45 x
15.Car Washes630,798 0.6%2,411 0.6 %4.43 x
16.Miscellaneous Manufacturing524,355 0.5%1,728 0.5 %13.63 x
17.Sporting Goods318,543 0.4%1,104 0.3 %4.12 x
18.Legal Services511,362 0.2%1,097 0.3 %4.19 x
19.Drug Stores and Pharmacies617,111 0.3%957 0.3 %1.10 x
20.Dollar Stores32,971 0.1%192 0.1 %1.71 x
21.
Other (4)
425,696 0.5%3,137 0.8 %6.58 x
22.Vacant1657,514 1.1%— — %— x
Total 739$5,031,881 100.0%$380,568 100.0%2.07 x
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 26 for our definition of rent coverage.
(3)Rent coverage for TA is as of March 31, 2025.
(4)Consists of miscellaneous businesses with an average investment of $6,424 per property.
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As of March 31, 2025, lease expirations at our net lease properties by year are as follows:
Year (1)
Number of PropertiesSquare FeetAnnualized Minimum Rent ExpiringPercent of Total Annualized Minimum Rent ExpiringCumulative Percent of Total Annualized Minimum Rent Expiring
202523422,477 $8,130 2.1%2.1%
20261021,000,067 11,250 3.0%5.1%
202736962,760 12,810 3.4%8.5%
202823646,767 10,431 2.7%11.2%
202976628,549 10,500 2.8%14.0%
203037215,000 5,591 1.5%15.5%
203127390,854 5,063 1.3%16.8%
203235137,154 2,882 0.8%17.6%
20332145,377,825 265,430 69.7%87.3%
203424332,648 6,403 1.9%89.2%
2035451,155,578 19,197 5.0%94.2%
203614299,407 5,460 1.4%95.6%
203711318,609 3,172 0.8%96.4%
2038766,700 1,264 0.3%96.7%
203910141,443 3,703 1.0%97.7%
204018115,142 2,406 0.6%98.3%
20417221,173 2,452 0.6%98.9%
2042—— —%98.9%
2043157,543 155 —%98.9%
2044293,010 278 0.1%99.0%
204511154,966 3,991 1.0%100.0%
Total72312,737,672 $380,568 100.0%
(1)The year of lease expiration is pursuant to contract terms.
As of March 31, 2025, shown below is the list of our top ten states where our net lease properties are located. No other state represents more than 3% of our net lease annualized minimum rents.
StateNumber of PropertiesSquare FeetAnnualized Minimum RentPercent of Total Annualized Minimum Rent
Texas551,168,354 $33,683 8.9%
Illinois53972,329 27,365 7.2%
Ohio371,281,961 26,490 7.0%
California22399,045 25,952 6.8%
Georgia70580,553 20,720 5.4%
Florida46529,040 17,233 4.5%
Arizona25476,651 17,100 4.5%
Indiana40620,950 16,060 4.2%
Pennsylvania28544,003 15,804 4.2%
New Mexico16246,478 11,795 3.1%
Other3476,370,112 168,366 44.2%
Total73913,189,476 $380,568 100.0%

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Non-GAAP Financial Measures
We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs.
Funds From Operations and Normalized Funds From Operations
We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, as well as adjustments to reflect our share of FFO attributable to an investee and certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the items shown below. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to satisfy our REIT distribution requirements, limitations in our debt agreements, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.
Our calculations of FFO and Normalized FFO for the three months ended March 31, 2025 and 2024 and reconciliations of net loss, the most directly comparable financial measure under GAAP reported in our condensed consolidated financial statements, to those amounts appear in the following table (amounts in thousands, except per share amounts):
Three Months Ended March 31,
20252024
Net loss$(116,435)$(78,383)
Add (less): Depreciation and amortization89,100 93,107 
Loss on asset impairment37,067 2,451 
(Gain) loss on sale of real estate, net(746)2,963 
Adjustments to reflect our share of FFO attributable to an investee1,200 966 
FFO10,186 21,104 
Add (less):Transaction related costs111 — 
Adjustments to reflect our share of Normalized FFO attributable to an investee539 2 
Normalized FFO$10,836 $21,106 
Weighted average common shares outstanding (basic and diluted)165,615 165,158 
Basic and diluted per common share amounts:
Net loss$(0.70)$(0.48)
FFO $0.06 $0.13 
Normalized FFO$0.07 $0.13 
Distributions declared per share$0.01 $0.20 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk (dollars in thousands, except per share amounts)
We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates has not materially changed since December 31, 2024. Other than as described below, we do not currently foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.
Fixed Rate Debt
At March 31, 2025, our outstanding fixed rate debt consisted of the following:
DebtPrincipal
 Balance		Annual
 Interest Rate		Annual
 Interest Expense		MaturityInterest
 Payments Due
Senior unsecured notes$350,000 5.250 %$18,375 2026Semi-Annually
Senior unsecured notes450,000 4.750 %21,375 2026Semi-Annually
Senior unsecured notes400,000 4.950 %19,800 2027Semi-Annually
Senior guaranteed unsecured notes
450,000 5.500 %24,750 2027Semi-Annually
Senior unsecured notes400,000 3.950 %15,800 2028Semi-Annually
Net lease mortgage notes606,122 5.600 %33,943 2028Monthly
Senior guaranteed unsecured notes
700,000 8.375 %58,625 2029Semi-Annually
Senior unsecured notes425,000 4.950 %21,038 2029Semi-Annually
Senior unsecured notes400,000 4.375 %17,500 2030Semi-Annually
Senior secured notes1,000,000 8.625 %86,250 2031Semi-Annually
Senior guaranteed unsecured notes
500,000 8.875 %44,375 2032Semi-Annually
$5,681,122 $361,831 
No principal repayments are due under our unsecured or secured senior notes until maturity. Our net lease mortgage notes require principal and interest payments through maturity pursuant to amortization schedules. Because these notes require interest at fixed rates, changes in market interest rates during the term of these debts will not affect our interest obligations. If these notes were refinanced at interest rates which are one percentage point higher than the rates shown above, our per annum interest cost would increase by approximately $56,811. Changes in market interest rates would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at March 31, 2025 and discounted cash flows analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate one percentage point change in interest rates would change the fair value of those debt obligations by approximately $180,112.
Our fixed rate debt arrangements may allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed to make early repayment prior to a cutoff date and we are generally allowed to make prepayments only at a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the noteholder. Also, we have in the past repurchased and retired some of our outstanding debts and we may do so again in the future. These prepayment rights and our ability to repurchase and retire outstanding debt may afford us opportunities to mitigate the risks of refinancing our debts at their maturities at higher rates by refinancing prior to maturity.
Floating Rate Debt
As of March 31, 2025, our floating rate debt consisted of $50,000 outstanding under our $650,000 revolving credit facility and $45,000 outstanding under the VFN. The maturity date of our revolving credit facility is June 29, 2027, and, subject to our meeting certain conditions, including our payment of an extension fee, we have an option to extend the stated maturity date of the facility by two six-month periods. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year. No principal repayments are required under our revolving credit facility or the VFN prior to maturity and repayments may be made and redrawn subject to conditions at any time without penalty.
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Borrowings under our revolving credit facility and the VFN are in U.S. dollars and require interest to be paid at a rate of SOFR plus premiums. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates, specifically SOFR. In addition, upon renewal or refinancing of our revolving credit facility and the VFN, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of this floating rate debt but would affect our operating results.
The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at March 31, 2025:
Impact of Increase in Interest Rates
Interest Rate
Per Year (1)
Outstanding
Debt 		Total Interest
Expense Per Year
Annual Per
Share Impact (2)
At March 31, 20256.56 %$95,000 $6,232 $0.04 
One percentage point increase7.56 %$95,000 $7,182 $0.04 
(1)Based on SOFR plus a premium, which was 250 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of March 31, 2025. Interest rate is weighted based on amounts outstanding.
(2)Based on diluted weighted average common shares outstanding for the three months ended March 31, 2025.
The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at March 31, 2025 if we were fully drawn on our revolving credit facility and the VFN:
Impact of Increase in Interest Rates
Interest Rate
Per Year (1)
Outstanding
Debt (2)
Total Interest
Expense Per Year
Annual Per
Share Impact (3)
At March 31, 20256.56 %$695,000 $45,592 $0.28 
One percentage point increase7.56 %$695,000 $52,542 $0.32 
(1)Based on SOFR plus a premium, which was 250 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of March 31, 2025. Interest rate is weighted based on amounts outstanding.
(2)Represents the maximum amount available under our revolving credit facility and the VFN.
(3)Based on diluted weighted average common shares outstanding for the three months ended March 31, 2025.
The foregoing tables show the impact of an immediate change in floating interest rates as of March 31, 2025. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts under our revolving credit facility, the VFN or other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates.
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Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Warning Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: economic and market conditions and their potential impacts on us, our hotel managers and our tenants; expectations regarding demand for corporate travel and lodging; the sufficiency of our liquidity; our liquidity needs, sources and expected uses; our capital expenditure plans and commitments; our property dispositions and expected use of proceeds; the completion of the collateral swap under our revolving credit facility; and the amount and timing of future distributions.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
•    The ability of Sonesta to successfully operate the hotels it manages for us,
•    Our ability and the ability of our managers and tenants to operate under unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, supply chain disruptions, emerging technologies, volatility in the public equity and debt markets, effect of or changes to tariffs or trading policies, pandemics, geopolitical instability and tensions, economic downturns or a possible recession, labor market conditions or changes in real estate utilization,
•    The impact of changes in U.S. and foreign government administrative policies, including the imposition of or increases in tariffs and changes to existing trade agreements, on macroeconomic conditions, supply chains and the cost of products our operators use, and on the results of operations of our operators and us,
• Our ability to sell properties at prices we target, and the timing of such sales,
• Our ability to repay or refinance our debts as they mature or otherwise become due,
• Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility and the VFN,
• Our ability to pay interest on and principal of our debt,
• Whether and the extent to which our managers and tenants will pay the contractual amounts of returns, rents or other obligations due to us,
• Competition within the commercial real estate, hotel, transportation and travel center and other industries in which our managers and tenants operate, particularly in those markets in which our properties are located,
•    Our ability to make cost-effective improvements to our properties that enhance their appeal to hotel guests and net lease tenants,
•    Our ability to pay distributions to our shareholders and to increase or sustain the amount of such distributions,
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•    Our ability to acquire properties that realize our targeted returns,
•    Our ability to identify properties that we want to acquire or to negotiate acceptable purchase prices, acquisition financing terms, management agreements or lease terms for new properties, or ability to complete acquisitions,
•    Our ability to raise or appropriately balance the use of debt or equity capital,
•    Potential defaults under our management agreements and leases by our managers and tenants,
•    Our ability to increase hotel room rates and rents at our net leased properties as our leases expire in excess of our operating expenses and to grow our business,
•    Our ability to increase and maintain hotel room and net lease property occupancy at our properties,     
•    Our ability to engage and retain qualified managers and tenants for our hotels and net lease properties on satisfactory terms,
•    Our ability to diversify our sources of rents and returns that improve the security of our cash flows,
•    Our credit ratings,
•    The ability of our manager, RMR, to successfully manage us,
•    Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Sonesta, RMR and others affiliated with them,
•    Our ability to realize benefits from the scale, geographic diversity, strategic locations and variety of service levels of our hotels,
•    Limitations imposed by and our ability to satisfy complex rules to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,
•    Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
•    Acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other man-made or natural disasters beyond our control, and
•    Other matters.
These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained elsewhere in this Quarterly Report on Form 10-Q or in our other filings with the SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon our forward-looking statements.
Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Statement Concerning Limited Liability
The Amended and Restated Declaration of Trust establishing Service Properties Trust dated August 21, 1995, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Service Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Service Properties Trust. All persons dealing with Service Properties Trust in any way shall look only to the assets of Service Properties Trust for the payment of any sum or the performance of any obligation.
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Part II. Other Information
Item 1A. Risk Factors
There have been no material changes to risk factors from those we previously disclosed in our 2024 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended March 31, 2025:
Calendar Month
Number of Common Shares Purchased (1)
Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
March 1, 2025 - March 31, 20251,539 $2.77 — $— 
(1)These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of a former employee of RMR in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase
date.
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Item 6. Exhibits
Exhibit
Number		Description
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
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Exhibit
Number		Description
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
10.1
10.2
10.3
22.1
31.1
31.2
32.1
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEFXBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
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Exhibit
Number		Description
101.LABXBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PREXBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SERVICE PROPERTIES TRUST
By:
/s/ Christopher J. Bilotto
Christopher J. Bilotto
President and Chief Executive Officer
Dated: May 6, 2025
By:/s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Dated: May 6, 2025

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Exhibit 10.1
SERVICE PROPERTIES TRUST
FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Service Properties Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).
WHEREAS, Indemnitee currently serves as a trustee and/or officer of the Company and may, in connection therewith, be subjected to claims, suits or proceedings arising from such service; and
WHEREAS, as an inducement to Indemnitee to continue to serve as such, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law as hereinafter provided; and
WHEREAS, the parties [are currently parties to an Indemnification Agreement dated as of [DATE] (the “Prior Indemnification Agreement”) and] desire to [amend and restate the Prior Indemnification Agreement and] set forth their agreement regarding indemnification and advancement of expenses [as reflected herein];
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1.    Definitions.  For purposes of this Agreement:
(a)    “Board” means the board of trustees of the Company.
(b)    “Bylaws” means the bylaws of the Company, as they may be amended from time to time.
(c)    “Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date:
(i)    any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
1 Bracketed text to be included for trustees and officers with existing agreements. Bracketed text would not be included for persons who are first elected as a trustee or appointed as an officer after this form is adopted.


the Act), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of all the Company’s then outstanding securities entitled to vote generally in the election of trustees without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest;
(ii)    there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board then in office, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or
(iii)    during any period of two consecutive years, other than as a result of an event described in clause (c)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board (including for this purpose any new trustee whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trustees then still in office who were trustees at the beginning of such period) cease for any reason to constitute at least a majority of the Board.
(d)    “Company Status” means the status of a Person who is or was a trustee, director, manager, officer, partner, employee, agent or fiduciary of the Company or any predecessor of the Company or any of their majority owned subsidiaries and the status of a Person who, while a trustee, director, manager, officer, partner, employee, agent or fiduciary of the Company or any predecessor of the Company or any of their majority owned subsidiaries, is or was serving at the request of the Company or any predecessor of the Company or any of their majority owned subsidiaries as a trustee, director, manager, officer, partner, employee, agent or fiduciary of another real estate investment trust, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other Enterprise.
(e)    “control” of an entity, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.
(f)    “Declaration of Trust” means the declaration of trust (as defined in the Maryland REIT Law) of the Company, as it may be in effect from time to time.
(g)    “Disinterested Trustee” means a trustee of the Company who is not and was not a party to the Proceeding in respect of which indemnification or advance of Expenses is sought by Indemnitee.
(h)    “Enterprise” shall mean the Company and any other real estate investment trust, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a trustee, director, manager, officer, partner, employee, agent or fiduciary.
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(i)    “Expenses”  means all expenses, including, but not limited to, all attorneys’ fees and costs, retainers, court or arbitration costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond or other appeal bond or its equivalent.
(j)    “Independent Counsel” means a law firm, or a member of a law firm, selected by the Company and acceptable to Indemnitee, that is experienced in matters of business law.  If, within twenty (20) days after submission by Indemnitee of a written demand for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and agreed to by Indemnitee, either the Company or Indemnitee may petition a Chosen Court (as defined in Section 18) for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person so appointed shall act as Independent Counsel hereunder.
(k)    “MGCL” means the Maryland General Corporation Law.
(l)    “Maryland REIT Law” means Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland.
(m)    “Person” means an individual, a corporation, a general or limited partnership, an association, a limited liability company, a governmental entity, a trust, a joint venture, a joint stock company or another entity or organization.
(n)    “Proceeding” means any threatened, pending or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), whether or not by or in the right of the Company, except one initiated by an Indemnitee pursuant to Section 9.
Section 2.    Indemnification - General.  The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date.  The rights of Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the MGCL, as applicable to a Maryland real estate investment trust by virtue of Section 8-301(15) of the Maryland REIT Law, the Declaration of Trust or the Bylaws.
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Section 3.    Proceedings Other Than Derivative Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, other than a derivative Proceeding by or in the right of the Company (or, if applicable, such other Enterprise at which Indemnitee is or was serving at the request of the Company or a predecessor of the Company or any of their majority owned subsidiaries).  Pursuant to this Section 3, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding by reason of Indemnitee’s Company Status unless it is finally determined that such indemnification is not permitted by the MGCL, the Declaration of Trust or the Bylaws.
Section 4.    Derivative Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be, made a party to any derivative Proceeding brought by or in the right of the Company (or, if applicable, such other Enterprise at which Indemnitee is or was serving at the request of the Company or a predecessor of the Company or any of their majority owned subsidiaries).  Pursuant to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding unless it is finally determined that such indemnification is not permitted by the MGCL, the Declaration of Trust or the Bylaws.
Section 5.    Indemnification for Expenses of a Party Who is Partly Successful.  Without limitation on Section 3 or Section 4, if Indemnitee is not wholly successful in any Proceeding covered by this Agreement, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 5 for all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis.  For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 6.    Advancement of Expenses.  The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto
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or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5.  For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding.  To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis.  The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.  At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.
Section 7.    Procedure for Determination of Entitlement to Indemnification.
(a)    To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor.  The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board.
(b)    Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.  Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement.
(c)    The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.
Section 8.    Presumptions and Effect of Certain Proceedings.
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(a)    In making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(b)    It shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Without limitation of the foregoing, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge or actions, or failure to act, of any trustee, director, manager, officer, partner, employee, agent or fiduciary of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
(c)    Neither the failure to make a determination pursuant to Section 7(b) as to whether indemnification is proper in the circumstances because Indemnitee has met any particular standard of conduct, nor an actual determination by the Company (including by the Board or Independent Counsel) pursuant to Section 7(b) that Indemnitee has not met such standard of conduct, shall be a defense to Indemnitee’s claim that indemnification is proper in the circumstances or create a presumption that Indemnitee has not met any particular standard of conduct.
(d)    The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, shall not in and of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet the standard of conduct required for indemnification.  The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
Section 9.    Remedies of Indemnitee.
(a)    If (i) a determination is made pursuant to Section 7(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 6, (iii) no determination of entitlement to indemnification
6


shall have been made pursuant to Section 7(b) within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an award in arbitration as provided by Section 17, in each case of Indemnitee’s entitlement to such indemnification or advance of Expenses.
(b)    In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.  In the event that a determination shall have been made pursuant to Section 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b).
(c)    If a determination shall have been made pursuant to Section 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the demand for indemnification.
(d)    In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (within ten (10) days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, the Declaration of Trust or the Bylaws, any and all such Expenses.
(e)    The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement.
(f)    To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
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(g)    Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested to advance Expenses in accordance with Section 6 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.
Section 10.    Defense of the Underlying Proceeding.
(a)    Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.
(b)    Subject to the provisions of the last sentence of this Section 10(b) and of Section 10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within fifteen (15) days following receipt of notice of any such Proceeding under Section 10(a) above, and the counsel selected by the Company shall be reasonably satisfactory to Indemnitee.  The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) has the actual or purported effect of extinguishing, limiting or impairing Indemnitee’s rights hereunder.  This Section 10(b) shall not apply to a Proceeding brought by Indemnitee under Section 9 above or Section 15.
(c)    Notwithstanding the provisions of Section 10(b), if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Company Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of
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Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company.  In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other Person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company (subject to Section 9(d)), to represent Indemnitee in connection with any such matter.
Section 11.    Liability Insurance.
(a)    To the extent the Company maintains an insurance policy or policies providing liability insurance for any of its trustees or officers, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company trustee or officer during Indemnitee’s tenure as a trustee or officer and, following a termination of Indemnitee’s service in connection with a Change in Control, for a period of six (6) years thereafter.
(b)    If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
(c)    In the event of any payment by the Company under this Agreement the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy.  Indemnitee shall take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.
Section 12.    Non-Exclusivity; Survival of Rights.
(a)    The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Declaration of Trust or the Bylaws, any agreement or a resolution of the shareholders entitled to vote generally in the election of trustees or of the Board, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Company Status prior to such amendment, alteration or repeal.  To the extent that a change in the Maryland REIT Law or the MGCL permits greater indemnification to Indemnitee than would be afforded currently under the Maryland REIT Law or the MGCL, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change if permitted by the
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Maryland REIT Law or the MGCL.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b)    The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
Section 13.    Binding Effect.
(a)    The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a trustee, director, manager, officer, partner, employee, agent or fiduciary of the Company or a trustee, director, manager, officer, partner, employee, agent or fiduciary of another Enterprise which such Person is or was serving at the request of the Company or a predecessor of the Company or any of their majority owned subsidiaries, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(b)    Any successor of the Company (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part of, the business or assets of the Company shall be automatically deemed to have assumed and agreed to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place, provided that no such assumption shall relieve the Company of its obligations hereunder.  To the extent required by applicable law to give effect to the foregoing sentence and to the extent requested by Indemnitee, the Company shall require and cause any such successor to expressly assume and agree to perform this Agreement by written agreement in form and substance satisfactory to Indemnitee.
Section 14.    Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
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Section 15.    Limitation and Exception to Right of Indemnification or Advance of Expenses.  Notwithstanding any other provision of this Agreement, (a) any indemnification or advance of Expenses to which Indemnitee is otherwise entitled under the terms of this Agreement shall be made only to the extent such indemnification or advance of Expenses does not conflict with applicable Maryland law and (b) Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (i) the Proceeding is brought to enforce rights under this Agreement, the Declaration of Trust, the Bylaws, liability insurance policy or policies, if any, or otherwise or (ii) the Declaration of Trust, the Bylaws, a resolution of the shareholders entitled to vote generally in the election of trustees or of the Board or an agreement approved by the Board to which the Company is a party expressly provides otherwise.  Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:  (a) if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or (b) if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standard of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.
Section 16.    Specific Performance, Etc.  The parties hereto recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.
Section 17.    Arbitration.
(a)    Any disputes, claims or controversies regarding Indemnitee’s entitlement to indemnification or advancement of Expenses hereunder or otherwise arising out of or relating to this Agreement, including any disputes, claims or controversies brought by or on behalf of a party hereto or any holder of equity interests (which, for purposes of this Section 17, shall mean any holder of record or any beneficial owner of equity interests or any former holder of record or beneficial owner of equity interests) of a party, either on his, her or its own behalf, on behalf of a party or on behalf of any series or class of equity interests of a party or holders of equity interests of a party against a party or any of their respective trustees, directors, members, officers, managers, agents or employees, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this Section 17 or the governing documents of a party (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in
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accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 17.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against the trustees, directors, officers or managers of a party and class actions by a holder of equity interests against those individuals or entities and a party.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.  For purposes of this Section 17, the term “equity interest” shall mean (i) in respect of the Company, shares of beneficial interest of the Company, (ii) shares of “membership interests” in an entity that is a limited liability company, (iii) general partnership interests in an entity that is a partnership, (iv) shares of capital stock of an entity that is a corporation and (v) similar equity ownership interests in other entities.
(b)    There shall be three (3) arbitrators.  If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration.  The arbitrators may be affiliated or interested persons of the parties.  If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA.  If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator.  The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator.  If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
(c)    The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.
(d)    There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.  For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.
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(e)    In rendering an award or decision (an “Award”), the arbitrators shall be required to follow the laws of the State of Maryland without regard to principles of conflicts of law.  Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  An Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based.  Any monetary Award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Subject to Section 17(g), each party against which an Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of such Award or such other date as the Award may provide.
(f)    Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties hereto, each party and each Person acting or seeking to act in a representative capacity (such Person, a “Named Representative”) involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an Award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of a party’s award to its attorneys, a Named Representative or any attorney of a Named Representative.  Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.
(g)    Notwithstanding any language to the contrary in this Agreement, an Award, including but not limited to any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (the “Appellate Rules”).  An Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired.  Appeals must be initiated within thirty (30) days of receipt of an Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.  For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, Section 17(f) shall apply to any appeal pursuant to this Section 17 and the appeal tribunal shall not render an Award that would include shifting of any costs or expenses (including attorneys’ fees) of any party or Named Representative or the payment of such costs and expenses, and all costs and expenses of a party or Named Representative shall be its sole responsibility.
(h)    Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 17(g), an Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon an Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this
13


agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
(i)    This Section 17 is intended to benefit and be enforceable by the parties hereto and their respective holders of equity interests, trustees, directors, officers, managers, agents or employees, and their respective successors and assigns, and shall be binding upon all such parties and their respective holders of equity interests, and be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
Section 18.    Venue.  Each party hereto agrees that it shall bring any Proceeding in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of Maryland and the Federal courts of the United States, in each case, located in the City of Baltimore (the “Chosen Courts”).  Solely in connection with claims arising under this Agreement, each party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) agrees not to commence any such Proceeding except in such courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in the Chosen Courts, (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding, (v) agrees that service of process upon such party in any such Proceeding shall be effective if notice is given in accordance with Section 24and (vi) agrees to request and/or consent to the assignment of any dispute arising out of this Agreement or the transactions contemplated by this Agreement to the Chosen Courts’ Business and Technology Case Management Program, or similar program.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.  A final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. Notwithstanding anything herein to the contrary, if a demand for arbitration of a Dispute is made pursuant to Section 17, this Section 18 shall not preempt resolution of the Dispute pursuant to Section 17.
Section 19.    Adverse Settlement.  The Company shall not seek, nor shall it agree to or support, or agree not to contest any settlement or other resolution of any matter that has the actual or purported effect of extinguishing, limiting or impairing Indemnitee’s rights hereunder, including without limitation the entry of any bar order or other order, decree or stipulation, pursuant to 15 U.S.C. § 78u-4 (the Private Securities Litigation Reform Act), or any similar foreign, federal or state statute, regulation, rule or law.
Section 20.    Period of Limitations.  To the fullest extent permitted by law, no legal action shall be brought, and no cause of action shall be asserted, by or on behalf of the Company or any controlled affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of
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accrual of such cause of action, and any claim or cause of action of the Company or its controlled affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.
Section 21.    Counterparts.  This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party hereto need not sign the same counterpart.
Section 22.    Delivery by Electronic Transmission.  This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic transmission, including by a facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to the other parties.  No party hereto or to any such agreement or instrument shall raise the use of electronic transmission by a facsimile machine or via email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.
Section 23.    Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed to, or shall, constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
Section 24.    Notices.  Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered at the following addresses to the parties hereto:
(a)    If to Indemnitee, to: The address set forth on the signature page hereto.
(b)    If to the Company to:
Service Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Attn: Secretary

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or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
Section 25.    Governing Law.  The provisions of this Agreement and any Dispute, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its conflicts of laws rules.
Section 26.    Interpretation.
(a)    Generally.  Unless the context otherwise requires, as used in this Agreement: (a) words defined in the singular have the parallel meaning in the plural and vice versa; (b) “Articles,” “Sections,” and “Exhibits” refer to Articles, Sections and Exhibits of this Agreement unless otherwise specified; and (c) “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b)    Additional Interpretive Provisions.  The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.  Any capitalized term used in any Exhibit to this Agreement, but not otherwise defined therein, shall have the meaning as defined in this Agreement.  References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder and any successor statute or statutory provision.  References to any agreement are to that agreement as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  Reference to any agreement, document or instrument means the agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof.
(c)    [Expansion of Indemnification. This amendment and restatement of the Prior Indemnification Agreement is intended to expand, and not to limit, the scope of indemnification provided to Indemnitee under the Prior Indemnification Agreement, and this Agreement shall be interpreted consistent with such intent.]

[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

SERVICE PROPERTIES TRUST
By:
Name:
Title:
[INDEMNITEE]
Indemnitee’s Address:
[ ]



EXHIBIT A
FORM OF AFFIRMATION AND
UNDERTAKING TO REPAY EXPENSES ADVANCED
To the Board of Trustees of Service Properties Trust:
This affirmation and undertaking is being provided pursuant to that certain [Amended and Restated] Indemnification Agreement dated                                 , 20   (the “Indemnification Agreement”), by and between Service Properties Trust, a Maryland real estate investment trust (the “Company”), and the undersigned Indemnitee, pursuant to which Indemnitee is entitled to advancement of expenses in connection with [Description of Claims/Proceeding] (together, the “Claims”).  Terms used, and not otherwise defined, herein shall have the meanings specified in the Indemnification Agreement.
Indemnitee is subject to the Claims by reason of Indemnitee’s Company Status or by reason of alleged actions or omissions by Indemnitee in such capacity.
Indemnitee hereby affirms Indemnitee’s good faith belief that the standard of conduct necessary for Indemnitee’s indemnification has been met.
In consideration of the advancement of Expenses by the Company for attorneys’ fees and related expenses incurred by Indemnitee in connection with the Claims (the “Advanced Expenses”), Indemnitee hereby agrees that if, in connection with a proceeding regarding the Claim, it is ultimately determined that Indemnitee is not entitled to indemnification under law, the Declaration of Trust, the Bylaws or the Indemnification Agreement with respect to an act or omission by Indemnitee, then Indemnitee shall promptly reimburse the portion of the Advanced Expenses relating to the Claim(s) as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 5 of the Indemnification Agreement.  To the extent that Advanced Expenses do not relate to specific Claims, Indemnitee agrees that such Advanced Expenses may be allocated on a reasonable and proportionate basis.
IN WITNESS WHEREOF, the undersigned Indemnitee has executed this Affirmation and Undertaking to Repay Expenses Advanced on                      ,      .

WITNESS:
Print name of witnessPrint name of Indemnitee

{S2572178; 2}    


Schedule to Exhibit 10.1
The following trustees and executive officers of Service Properties Trust, or SVC, are parties to Indemnification Agreements with SVC which are substantially identical in all material respects to the representative Indemnification Agreement filed herewith and are dated as of the respective dates listed below. The other Indemnification Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
Name of SignatoryDate
Christopher J. BilottoMarch 10, 2025
Rajan C. PenkarJune 13, 2023
Todd W. HargreavesMarch 2, 2020
Laurie B. BurnsFebruary 27, 2020
Robert E. CramerFebruary 27, 2020
Brian E. DonleyJanuary 1, 2019
Donna D. FraicheJune 14, 2018
John L. HarringtonJune 14, 2018
William A. LamkinJune 14, 2018
Adam D. PortnoyJune 14, 2018


    


Exhibit 10.2
SCHEDULE A
 
MANAGERS
 
Sonesta Canada ULC, a British Columbian company
Sonesta Chicago LLC, a Maryland limited liability company
Sonesta Clift LLC, a Maryland limited liability company
Sonesta Gatehall Drive LLC, a Maryland limited liability company
Sonesta Higgins Road LLC, a Maryland limited liability company
Sonesta International Hotels Corporation, a Maryland corporation
Sonesta Jersey City LLC, a Maryland limited liability company
Sonesta Mannheim Road LLC, a Maryland limited liability company
Sonesta Minneapolis LLC, a Maryland limited liability company
Sonesta Morris Plains LLC, a Maryland limited liability company
Sonesta Randolph Street LLC, a Maryland limited liability company
Sonesta Redondo Beach LLC, a Maryland limited liability company
Sonesta San Juan LLC, a Puerto Rican limited liability company
Sonesta State Street LLC, a Maryland limited liability company
Sonesta Toronto ULC, a British Columbian company
Sonesta Walton Place LLC, a Maryland limited liability company
Sonesta Whippany LLC, a Maryland limited liability company
Sonesta White Plains LLC, a Maryland limited liability company




SCHEDULE B
 
OWNERS
 
Cambridge TRS, Inc., a Maryland corporation
HPT Clift TRS LLC, a Maryland limited liability company
HPT CY TRS, Inc., a Maryland corporation
HPT State Street TRS LLC, a Maryland limited liability company
HPT TRS IHG-2, Inc., a Maryland corporation
HPT TRS MRP, Inc., a Maryland corporation
HPT Wacker Drive TRS LLC, a Maryland limited liability company
SVC Gatehall Drive TRS LLC, a Maryland limited liability company
SVC Higgins Road TRS LLC, a Maryland limited liability company
SVC Jersey City TRS LLC, a Maryland limited liability company
SVC Mannheim Road TRS LLC, a Maryland limited liability company
SVC Minneapolis TRS LLC, a Maryland limited liability company
SVC Morris Plains TRS LLC, a Maryland limited liability company
SVC Randolph Street TRS LLC, a Maryland limited liability company
SVC Redondo Beach TRS LLC, a Maryland limited liability company
SVC San Juan TRS LLC, a Puerto Rican limited liability company
    

SCHEDULE C
HOTELS
Trade Name and Street AddressLandlordOwnerManagerService Level
1.    
Sonesta Simply Suites Birmingham
600 Corporate Ridge Drive
Birmingham, AL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
2.    
Sonesta ES Suites Birmingham Homewood
50 State Farm Parkway
Homewood, AL
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
3.    
Sonesta Simply Suites Huntsville
201 Exchange Place
Huntsville, AL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
4.    
Sonesta Select Phoenix Chandler
920 North 54th Street
Chandler, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
5.    
Sonesta ES Suites Flagstaff
1400 N. Country Club Drive
Flagstaff, AZ
HPTMI Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
6.    
Sonesta Simply Suites Phoenix
11411 North Black Canyon Highway
Phoenix, AZ
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
7.    
Sonesta Select Phoenix Camelback
2101 East Camelback Road
Phoenix, AZ
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
8.    
Sonesta Suites Scottsdale
7300 East Gainey Suites Drive
Scottsdale, AZ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
9.    
Sonesta ES Suites Scottsdale
6040 North Scottsdale Road
Scottsdale, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
10.    
Sonesta Simply Suites Scottsdale North
10740 North 90th Street
Scottsdale, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
11.    
Sonesta Select Scottsdale at Mayo Clinic
13444 East Shea Boulevard
Scottsdale, AZ
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
12.    
Sonesta Simply Suites Phoenix Tempe
1335 West Baseline Road
Tempe, AZ
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
13.    
Sonesta Select Tempe
601 South Ash Avenue
Tempe, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
14.    
Sonesta ES Suites Tempe
5075 South Priest Drive
Tempe, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
15.    
Sonesta ES Suites Tucson
6477 East Speedway Boulevard
Tucson, AZ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
16.    
Sonesta Anaheim
1915 South Manchester Avenue
Anaheim, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
17.    
Sonesta ES Suites Anaheim
1855 South Manchester Ave
Anaheim, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
18.    
Sonesta Select Camarillo
4994 Verdugo Way
Camarillo, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
19.    
Sonesta ES Suites Chatsworth
21902 Lassen
Chatsworth, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
20.    
Sonesta Select Los Angeles LAX
2000 East Mariposa Avenue
El Segundo, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
21.    
Sonesta Emeryville
5555 Shellmound Street
Emeryville, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationFull


Trade Name and Street AddressLandlordOwnerManagerService Level
22.    
Sonesta ES Suites Huntington Beach
9930 Slater Avenue
Fountain Valley, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
23.    
Sonesta Select Huntington Beach
9950 Slater Road
Fountain Valley, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
24.    
Sonesta ES Suites Fresno
5322 North Diana Avenue
Fresno, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
25.    
Sonesta Simply Suites Anaheim
12901 Garden Grove Blvd
Garden Grove, CA
HPTMI Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
26.    
The Sonesta Irvine
17941 Von Karman Avenue
Irvine, CA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
27.    
Sonesta Simply Suites Orange County Spectrum Ctr
16150 Sand Canyon Avenue
Irvine, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
28.    
Sonesta Select Laguna Hills
23175 Avenida de la Carlota
Laguna Hills, CA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
29.    
Sonesta Simply Suites Orange County Irvine
3 South Pointe Drive
Lake Forest, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
30.    
Sonesta Los Angeles Airport
5985 West Century Boulevard
Los Angeles, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
31.    
Sonesta Silicon Valley
1820 Barber Lane
Milpitas, CA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
32.    
Sonesta San Jose
777 Bellew Drive
Milpitas, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull


Trade Name and Street AddressLandlordOwnerManagerService Level
33.    
Sonesta Select Pleasant Hill
2250 Contra Costa Boulevard
Pleasant Hill, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
34.    
Sonesta Redondo Beach & Marina
300 North Harbor Drive
Redondo Beach, CA
HPTMI Properties TrustSVC Redondo Beach TRS LLCSonesta Redondo Beach LLCFull
35.    
Sonesta ES Suites San Francisco Airport
1350 Huntington Avenue
San Bruno, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
36.    
Sonesta ES Suites San Diego
11855 Avenue of Industry
San Diego, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
37.    
Sonesta ES Suites San Diego - Mira Mesa
6639 Mira Mesa Boulevard
San Diego, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
38.    
Sonesta ES Suites Carmel Mountain
11002 Rancho Carmel Drive
San Diego, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
39.    
The Clift Royal Sonesta Hotel
495 Geary Street
San Francisco, CA
HPT Geary Properties TrustHPT Clift TRS LLCSonesta Clift LLCFull
40.    
Sonesta ES Suites San Jose Airport
1602 Crane Court
San Jose, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
41.    
Sonesta Select San Jose Airport
1727 Technology Drive
San Jose, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
42.    
Sonesta Select San Ramon
18090 San Ramon Valley Boulevard
San Ramon, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
43.    
Sonesta Simply Suites Orange County Airport
2600 South Red Hill Avenue
Santa Ana, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
44.    
Sonesta Simply Suites -Silicon Valley Santa Clara
481 El Camino Real
Santa Clara, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
45.    
Sonesta Select San Francisco Airport Oyster Point
1300 Veterans Boulevard
South San Francisco, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
46.    
Sonesta ES Suites San Francisco Airport Oyster Point
1350 Veterans Boulevard
South San Francisco, CA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
47.    
Sonesta ES Suites Sunnyvale
900 Hamlin Court
Sunnyvale, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
48.    
Sonesta ES Suites Torrance Redondo Beach
19901 Prairie Ave
Torrance, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
49.    
Sonesta Select Los Angeles Torrance
1925 West 190th Street
Torrance, CA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
50.    
Sonesta Denver
1450 Glenarm Place
Denver, CO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
51.    
Sonesta Simply Suites Denver Federal Center
895 Tabor Street
Lakewood, CO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
52.    
Sonesta ES Suites Denver South
7820 Park Meadows Drive
Lonetree, CO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
53.    
Royal Sonesta Washington DC
2121 P Street NW
Washington, DC
HPT IHG-3 Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
54.    
Sonesta ES Suites Wilmington - Newark
240 Chapman Road
Newark, DE
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
55.    
Sonesta Select Boca Raton
2000 NW Executive Center Cir.
Boca Raton, FL
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
56.    
Sonesta Simply Suites Clearwater
13231 49th Street North
Clearwater, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
57.    
Sonesta Fort Lauderdale
999 N. Fort Lauderdale Beach Boulevard
Fort Lauderdale, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
58.    
Sonesta ES Suites Fort Lauderdale Plantation
410 North Pine Island Road
Fort Lauderdale, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
59.    
Sonesta Simply Suites Jacksonville
4990 Belfort Road
Jacksonville, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
60.    
Sonesta Simply Suites Miami Airport
8855 NW 27th Street
Miami, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
61.    
Sonesta Miami Airport
950 NW LeJeune Road
Miami, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
62.    
Nautilus Sonesta Miami Beach
1825 Collins Avenue
Miami Beach, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
63.    
Sonesta Select Miami Lakes
15700 NW 77th Court
Miami Lakes, FL
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
64.    
Sonesta ES Suites Orlando
8480 International Drive
Orlando, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
65.    
Sonesta ES Suites Lake Buena Vista
8751 Suiteside Drive
Orlando, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
66.    
Sonesta ES Suites Alpharetta North Point
3980 North Point Parkway
Alpharetta, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
67.    
Sonesta ES Suites Atlanta North Point Mall
1325 North Point Drive
Alpharetta, GA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
68.    
Sonesta ES Suites Atlanta Alpharetta Windward
5465 Windward Parkway
Alpharetta, GA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
69.    
Sonesta Atlanta Airport South
4669 Airport Boulevard
Atlanta, GA
HPT IHG GA Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
70.    
Sonesta Atlanta Northwest Galleria
6345 Powers Ferry Road NW
Atlanta, GA
HPT IHG-3 Properties LLCCambridge TRS, Inc.Sonesta International Hotels CorporationFull
71.    
Sonesta Atlanta Airport North
1325 Virginia Avenue
Atlanta, GA
HPT IHG-3 Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
72.    
Sonesta Select Atlanta Midtown
1132 Techwood Drive NW
Atlanta, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
73.    
Sonesta Select Atlanta Cumberland
3000 Cumberland Boulevard SE
Atlanta, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
74.    
Sonesta Simply Suites Atlanta
3665 Shackleford Road
Duluth, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
75.    
Sonesta ES Suites Atlanta – Perimeter Center
4601 Ridgeview Road
Dunwoody, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
76.    
Sonesta Select Atlanta Airport
3399 International Boulevard
Hapeville, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
77.    
Sonesta ES Suites Atlanta Kennesaw Town Center
3443 Busbee Drive NW
Kennesaw, GA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
78.    
Royal Sonesta Kauai Resort
3160 Rice Street
Lihue-Kauai, HI
HPTMI Hawaii, Inc.HPT TRS MRP, Inc.Sonesta International Hotels CorporationFull
79.    
Sonesta Simply Suites Des Moines
7625 Office Plaza Drive North
Des Moines, IA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
80.    
Royal Sonesta Chicago River North
505 North State Street
Chicago, IL
HPT IHG Chicago Property LLCHPT State Street TRS LLCSonesta State Street LLCFull
81.    
Royal Sonesta Chicago Downtown
71 East Wacker Drive
Chicago, IL
HPT IHG-2 Properties TrustHPT Wacker Drive TRS LLCSonesta Chicago LLCFull
82.    
The Allegro Royal Sonesta Chicago Loop
171 West Randolph Street
Chicago, IL
HPT IHG-3 Properties LLCSVC Randolph Street TRS LLCSonesta Randolph Street LLCFull
83.    
Sonesta ES Suites Chicago Downtown
201 East Walton Place
Chicago, IL
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta Walton Place LLCSelect
84.    
Sonesta Simply Suites Chicago Libertyville
1100 N US Route 45
Libertyville, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
85.    
Sonesta Chicago O’Hare Airport
10233 West Higgins Road
Rosemont, IL
HPT IHG-3 Properties LLCSVC Higgins Road TRS LLCSonesta Higgins Road LLCFull
86.    
Sonesta Simply Suites Chicago O’Hare
4021 North Mannheim Road
Schiller Park, IL
HPT IHG-2 Properties TrustSVC Mannheim Road TRS LLCSonesta Mannheim Road LLCSelect
87.    
Sonesta Simply Suites Chicago Naperville
27 West 300 Warrenville Road
Warrenville, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
88.    
Sonesta Simply Suites Chicago Waukegan
1151 South Waukegan Road
Waukegan, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
89.    
Sonesta Select Indianapolis
37 W 103rd Street
Indianapolis, IN
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
90.    
Sonesta ES Suites Baton Rouge
4001 Nicholson Drive
Baton Rouge, LA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
91.    
Sonesta ES Suites New Orleans Convention Center
345 St. Joseph Street
New Orleans, LA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
92.    
Royal Sonesta New Orleans
300 Bourbon Street
New Orleans, LA
Royal Sonesta, Inc.Cambridge TRS, Inc.Sonesta International Hotels CorporationFull
93.    
Sonesta ES Suites Andover
4 Technology Drive
Andover, MA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
94.    
Sonesta Simply Suites Boston Braintree
235 Wood Road
Braintree, MA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
95.    
Sonesta Simply Suites Boston Burlington
130 Middlesex Turnpike
Burlington, MA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
96.    
Royal Sonesta Cambridge
40 Edwin H. Land Boulevard
Cambridge, MA
HPT Cambridge LLCCambridge TRS, Inc.Sonesta International Hotels CorporationFull
97.    
Sonesta Select Boston Danvers
275 Independence Way
Danvers, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
98.    
Sonesta Select Boston Foxborough
35 Foxborough Boulevard
Foxborough, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
99.    
Sonesta Select Boston Lowell
30 Industrial Avenue East
Lowell, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
100.    
Sonesta Select Boston Milford
10 Fortune Boulevard
Milford, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
101.    
Sonesta ES Suites Annapolis
170 Admiral Cochrane Drive
Annapolis, MD
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
102.    
Royal Sonesta Harbor Court Baltimore
550 Light Street
Baltimore, MD
Harbor Court Associates, LLCCambridge TRS, Inc.Sonesta International Hotels CorporationFull
103.    
Sonesta Select Columbia
8910 Stanford Boulevard
Columbia, MD
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
104.    
Sonesta Simply Suites Baltimore BWI Airport
1247 Winterson Road
Linthicum Heights, MD
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
105.    
Sonesta ES Suites Baltimore BWI Airport
1160 Winterson Road
Linthicum Heights, MD
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
106.    
Sonesta Simply Suites Detroit Ann Arbor
701 Waymarket Way
Ann Arbor, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
107.    
Sonesta Simply Suites Detroit Troy
2550 Troy Center Drive
Troy, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
108.    
Sonesta Simply Suites Detroit Warren
7010 Convention Boulevard
Warren, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
109.    
Sonesta ES Suites Detroit Warren
30120 North Civic Center Blvd.
Warren, MI
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
110.    
Royal Sonesta Minneapolis
35-45 South Seventh Street
Minneapolis, MN
HPTWN Properties TrustSVC Minneapolis TRS LLCSonesta Minneapolis LLCFull
111.    
Sonesta Simply Suites St. Louis Earth City
3250 Rider Trail South
Earth City, MO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
112.    
Sonesta Select Kansas City South
500 East 105th Street
Kansas City, MO
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
113.    
Royal Sonesta Chase Park Plaza
212-232 N. Kingshighway Boulevard
St. Louis, MO
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
114.    
Sonesta ES Suites Raleigh Cary
2900 Regency Parkway
Cary, NC
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
115.    
Sonesta Charlotte
5700 Westpark Drive
Charlotte, NC
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
116.    
Sonesta Simply Suites Charlotte University
8812 University East Drive
Charlotte, NC
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
117.    
Sonesta Select Charlotte University
333 West WT Harris Boulevard
Charlotte, NC
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
118.    
Sonesta Select Raleigh Durham Airport
2001 Hospitality Court
Morrisville, NC
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
119.    
Sonesta ES Suites Raleigh Durham Airport
2020 Hospitality Court
Morrisville, NC
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
120.    
Sonesta Simply Suites Jersey City
21 2nd Street
Jersey City, NJ
HPT IHG-2 Properties TrustSVC Jersey City TRS LLCSonesta Jersey City LLCSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
121.    
Sonesta Simply Suites Parsippany Morris Plains
100 Candlewood Drive
Morris Plains, NJ
HPT IHG-2 Properties TrustSVC Morris Plains TRS LLCSonesta Morris Plains LLCSelect
122.    
Sonesta ES Suites Parsippany Morris Plains
3 Gatehall Drive
Parsippany, NJ
HPTMI Properties TrustSVC Gatehall Drive TRS LLCSonesta Gatehall Drive LLCSelect
123.    
Sonesta ES Suites Princeton
4375 US Route 1 South
Princeton, NJ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
124.    
Sonesta ES Suites Somerset
260 Davidson Avenue
Somerset, NJ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
125.    
Sonesta Select Tinton Falls
600 Hope Road
Tinton Falls, NJ
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
126.    
Sonesta Select Whippany
157 Route 10 East
Whippany, NJ
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta Whippany LLCSelect
127.    
Sonesta Simply Suites Albuquerque
3025 Menaul Boulevard NE
Albuquerque, NM
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
128.    
Sonesta ES Suites Albuquerque
3300 Prospect Avenue, NE
Albuquerque, NM
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
129.    
Sonesta Simply Suites Las Vegas
4034 South Paradise Road
Las Vegas, NV
HPTMI Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
130.    
Sonesta Select Las Vegas
1901 North Rainbow Boulevard
Las Vegas, NV
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
131.    
Sonesta ES Suites Reno
9845 Gateway Drive
Reno, NV
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
132.    
Sonesta White Plains
66 Hale Avenue
White Plains, NY
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta White Plains LLCFull
133.    
Sonesta ES Suites Cincinnati - Blue Ash
11401 Reed Hartman Highway
Blue Ash, OH
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect
134.    
Sonesta Columbus
33 East Nationwide Boulevard
Columbus, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
135.    
Sonesta Simply Suites Columbus Airport
590 Taylor Road
Gahanna, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
136.    
Sonesta Simply Suites Cleveland North Olmstead
24741 Country Club Boulevard
North Olmstead, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
137.    
Sonesta Simply Suites Oklahoma City Airport
4400 River Park Drive
Oklahoma City, OK
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
138.    
Sonesta ES Suites Toronto
355 South Park Road
Toronto, ON
HPT IHG Canada Properties TrustHPT TRS IHG-2, Inc.Sonesta Canada ULCSelect
139.    
The Yorkville Royal Sonesta Hotel
220 Bloor Street
Toronto, ON
HPT IHG Canada Properties TrustHPT TRS IHG-2, Inc.Sonesta Toronto ULCFull
140.    
Royal Sonesta Portland
506 SW Washington Street
Portland, OR
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
141.    
Sonesta Select Allentown Bethlehem
2160 Motel Drive
Allentown, PA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
142.    
Sonesta ES Suites Allentown Bethlehem
2180 Motel Drive
Bethlehem, PA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
143.    
Sonesta Hotel Philadelphia
1800 Market Street
Philadelphia, PA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
144.    
Sonesta Select Philadelphia Airport
8900 Bartram Avenue
Philadelphia, PA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
145.    
Sonesta Simply Suites Pittsburgh Airport
100 Chauvet Drive
Pittsburgh, PA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
146.    
Royal Sonesta San Juan
5961 Isla Verde Avenue
Carolina PR
HPT IHG PR, Inc.SVC San Juan TRS LLCSonesta San Juan LLCFull
147.    
Sonesta Select Newport Middletown
9 Commerce Drive
Middletown, RI
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
148.    
Sonesta Hilton Head
130 Shipyard Drive
Hilton Head, SC
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
149.    
Sonesta Simply Suites Nashville Brentwood
5129 Virginia Way
Brentwood, TN
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
150.    
Sonesta ES Suites Nashville Brentwood
206 Ward Circle
Brentwood, TN
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
151.    
Sonesta Select Chattanooga
2210 Bams Drive
Chattanooga, TN
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
152.    
Sonesta Select Nashville Airport Suites
1100 Airport Center Drive
Nashville, TN
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
153.    
Sonesta Nashville Airport
600 Marriott Drive
Nashville, TN
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationFull


Trade Name and Street AddressLandlordOwnerManagerService Level
154.    
Sonesta Simply Suites Arlington
2221 Brookhollow Plaza Drive
Arlington, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
155.    
Sonesta ES Suites Austin Arboretum
10201 Stonelake Boulevard
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
156.    
Sonesta Simply Suites Austin South
4320 IH 35 Frontage Road
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
157.    
The Stephen F. Austin Royal Sonesta Hotel
701 Congress Avenue
Austin, TX
HPTMI Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull
158.    
Sonesta Simply Suites Austin Arboretum
9701 Stonelake Boulevard
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
159.    
Sonesta Simply Suites Dallas Galleria
13939 Noel Road
Dallas, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
160.    
Sonesta Select Dallas Central Expressway
10325 North Central Expressway
Dallas, TX
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
161.    
Royal Sonesta Houston Hotel
2222 West Loop South
Houston, TX
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull
162.    
Sonesta Simply Suites Dallas Las Colinas
5300 Green Park Drive
Irving, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
163.    
Sonesta Simply Suites Plano
4701 Legacy Drive
Plano, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
164.    
Sonesta ES Suites San Antonio
425 Bonham Street
San Antonio, TX
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


Trade Name and Street AddressLandlordOwnerManagerService Level
165.    
Sonesta Simply Suites Salt Lake City Airport
2170 West North Temple
Salt Lake City, UT
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
166.    
Sonesta Select Arlington
1533 Clarendon Boulevard
Arlington, VA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
167.    
Sonesta ES Suites Charlottesville
1111 Millmont Street
Charlottesville, VA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
168.    
Sonesta ES Suites Fairfax
12815 Fairlakes Parkway
Fairfax, VA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
169.    
Sonesta Simply Suites Falls Church
205 Hillwood Avenue
Falls Church, VA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
170.    
Sonesta Simply Suites Hampton
401 Butler Farm Road
Hampton, VA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
171.    
Sonesta ES Suites Dulles Airport
13700 Coppermine Road
Herndon, VA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
172.    
Sonesta Select Seattle Belleview
14615 NE 29th Place
Bellevue, WA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect
173.    
Sonesta Select Seattle Renton
200 SW 19th Street
Renton, WA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
174.    
Sonesta Simply Suites Seattle Renton
300 SW 19th Street
Renton, WA
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect
175.    
The Alexis Royal Sonesta Hotel
1007 First Avenue
Seattle, WA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull


Trade Name and Street AddressLandlordOwnerManagerService Level
176.    
Sonesta ES Suites Vancouver - Portland West
7301 NE 41st Street
Vancouver, WA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect
177.    
Sonesta ES Suites Charleston
200 Hotel Circle
Charleston, WV
HPTMI Properties TrustHPT TRS MRP, Inc.Sonesta International Hotels CorporationSelect


SCHEDULE D
MANAGEMENT AGREEMENTS
1.    Amended, Restated and Consolidated Master Management Agreement for Retained Hotels, dated as of January 1, 2022, by and among Sonesta International Hotels Corporation, as manager, and Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc. and HPT TRS MRP, Inc., as owners, as amended and assigned. [116 Hotels]
2.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Redondo Beach LLC, as manager, and SVC Redondo Beach TRS LLC, as owner, as amended. [Sonesta Redondo Beach & Marina]
3.    Second Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Clift LLC, as manager, and HPT Clift TRS LLC, as owner, as amended. [The Clift Royal Sonesta Hotel]
4.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta State Street LLC, as manager, and HPT State Street TRS LLC, as owner, as amended. [The Royal Sonesta Chicago River North]
5.    Second Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Chicago LLC, as manager, and HPT Wacker Drive TRS LLC, as owner, as amended. [The Royal Sonesta Chicago Downtown]
6.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Randolph Street LLC, as manager, and SVC Randolph Street TRS LLC, as owner, as amended. [The Allegro Royal Sonesta Chicago River Loop]
7.    Second Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta International Hotels Corporation, as manager, and Cambridge TRS, Inc., as owner, as amended. [Royal Sonesta Boston]
8.    Second Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta International Hotels Corporation, as manager, and Cambridge TRS, Inc., as owner, as amended [Royal Sonesta New Orleans]
9.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Jersey City LLC, as manager, and SVC Jersey City TRS LLC, as owner, as amended. [Sonesta Jersey City]
10.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Morris Plains LLC, as manager, and SVC Morris Plains TRS LLC, as owner, as amended. [Sonesta Simply Suites Parsippany Morris Plains]


11.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Gatehall Drive LLC, as manager, and SVC Gatehall Drive TRS LLC, as owner, as amended. [Sonesta ES Suites Parsippany Morris Plains]
12.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Whippany LLC, as manager, and HPT CY TRS, Inc., as owner, as amended. [Sonesta Select Whippany]
13.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta White Plains LLC, as manager, and HPT TRS IHG-2, Inc., as owner, as amended. [Sonesta White Plains]
14.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Minneapolis LLC, as manager, and SVC Minneapolis TRS LLC, as owner, as amended. [Royal Sonesta Minneapolis]
15.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta San Juan LLC, as manager, and SVC San Juan TRS LLC, as owner, as amended. [Royal Sonesta San Juan]
16.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Canada ULC, as manager, and HPT TRS IHG-2, Inc., as owner, as amended. [Sonesta ES Suites Toronto]
17.    Amended and Restated Management Agreement, dated as of January 1, 2022, by and between Sonesta Toronto ULC, as manager, and HPT TRS IHG-2, Inc., as owner, as amended. [The Yorkville Royal Sonesta Hotel]
18.    Master Management Agreement, dated as of June 1, 2023, by and among Sonesta International Hotels Corporation and Sonesta Walton Place LLC, as managers, and Cambridge TRS, Inc., HPT TRS IHG-2, Inc. and HPT TRS MRP, Inc., as owners, as amended. [43 hotels]
19.    Management Agreement, dated as of April 1, 2024, by and between Sonesta Higgins Road LLC, as manager, and SVC Higgins Road TRS LLC, as owner. [Sonesta Chicago O’Hare Airport]
20.    Management Agreement, dated as of April 1, 2024, by and between Sonesta Mannheim Road LLC, as manager, and SVC Mannheim Road TRS LLC, as owner. [Sonesta Simply Suites Chicago O’Hare]



SCHEDULE E
PRIOR POOLING AGREEMENTS
1.    Amended and Restated Pooling Agreement, dated as of February 27, 2020, by and among Sonesta Chicago LLC, Sonesta Clift LLC, Sonesta International Hotels Corporation, as managers, and Cambridge TRS, Inc., HPT Clift TRS LLC, and HPT Wacker Drive TRS LLC, as owners.
2.    Pooling Agreement (Conversion Hotels), dated as of December 15, 2020, but made effective as of September 18, 2020, by and among Sonesta Canada ULC, Sonesta Gatehall Drive LLC, Sonesta International Hotel Corporation, Sonesta Jersey City LLC, Sonesta Morris Plains LLC, Sonesta Nanuet LLC, Sonesta NJ LLC, Sonesta Randolph Street LLC, Sonesta San Juan LLC, Sonesta State Street LLC and Sonesta Toronto ULC, as managers, and Cambridge TRS, Inc., HPT CY TRS, Inc., HPT State Street TRS LLC, HPT TRS IHG-2, Inc., HPT TRS MRP, Inc., SVC Gatehall Drive TRS LLC, SVC Jersey City TRS LLC, SVC Morris Plains TRS LLC, SVC Nanuet TRS LLC, SVC NJ TRS LLC, SVC Randolph Street TRS LLC, SVC Redondo Beach TRS LLC and SVC San Juan TRS LLC, as owners.


Exhibit 10.3
SCHEDULE 1
HOTELS

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
1.    
Sonesta Simply Suites Birmingham
600 Corporate Ridge Drive
Birmingham, AL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$596,539
2.    
Sonesta Simply Suites Huntsville
201 Exchange Place
Huntsville, AL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$620,594
3.    
Sonesta Simply Suites Phoenix
11411 North Black Canyon Highway
Phoenix, AZ
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$563,147
4.    
Sonesta Select Phoenix Camelback
2101 East Camelback Road
Phoenix, AZ
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$853,588
5.    
Sonesta Suites Scottsdale
7300 East Gainey Suites Drive
Scottsdale, AZ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$1,898,048
6.    
Sonesta Select Scottsdale at Mayo Clinic
13444 East Shea Boulevard
Scottsdale, AZ
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$605,212
7.    
Sonesta Simply Suites Phoenix Tempe
1335 West Baseline Road
Tempe, AZ
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$725,507
8.    
Sonesta ES Suites Tucson
6477 East Speedway Boulevard
Tucson, AZ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$522,115
9.    
Sonesta Anaheim
1915 South Manchester Avenue
Anaheim, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$1,071,986
10.    
Sonesta ES Suites Anaheim
1855 South Manchester Ave
Anaheim, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,942,725
11.    
Sonesta Select Camarillo
4994 Verdugo Way
Camarillo, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$683,320
12.    
Sonesta ES Suites Chatsworth
21902 Lassen
Chatsworth, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,013,330
13.    
Sonesta Select Los Angeles LAX
2000 East Mariposa Avenue
El Segundo, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$904,479


Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
14.    
Sonesta Select Huntington Beach
9950 Slater Road
Fountain Valley, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$819,644
15.    
Sonesta Simply Suites Anaheim
12901 Garden Grove Blvd
Garden Grove, CA
HPTMI Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$659,489
16.    
The Sonesta Irvine
17941 Von Karman Avenue
Irvine, CA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$2,968,230
17.    
Sonesta Simply Suites
Orange County Spectrum Ctr
16150 Sand Canyon Avenue
Irvine, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$656,593
18.    
Sonesta Select Laguna Hills
23175 Avenida de la Carlota
Laguna Hills, CA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,063,153
19.    
Sonesta Simply Suites
Orange County Irvine
3 South Pointe Drive
Lake Forest, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$751,813
20.    
Sonesta Los Angeles Airport
5985 West Century Boulevard
Los Angeles, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$3,020,831
21.    
Sonesta Silicon Valley
1820 Barber Lane
Milpitas, CA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$3,936,551
22.    
Sonesta San Jose
777 Bellew Drive
Milpitas, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$2,636,056
23.    
Sonesta ES Suites
San Francisco Airport
1350 Huntington Avenue
San Bruno, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,028,376
24.    
Sonesta ES Suites San Diego
11855 Avenue of Industry
San Diego, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,206,251
25.    
Sonesta ES Suites
San Diego - Mira Mesa
6639 Mira Mesa Boulevard
San Diego, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,442,282
26.    
Sonesta ES Suites San Jose Airport
1602 Crane Court
San Jose, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,814,023
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
27.    
Sonesta Select San Jose Airport
1727 Technology Drive
San Jose, CA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,292,255
28.    
Sonesta Simply Suites Orange County Airport
2600 South Red Hill Avenue
Santa Ana, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$756,179
29.    
Sonesta Simply Suites -Silicon Valley Santa Clara
481 El Camino Real
Santa Clara, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$747,490
30.    
Sonesta ES Suites Sunnyvale
900 Hamlin Court
Sunnyvale, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$2,212,462
31.    
Sonesta ES Suites Torrance Redondo Beach
19901 Prairie Ave
Torrance, CA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,350,567
32.    
Sonesta Select Los Angeles Torrance
1925 West 190th Street
Torrance, CA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$928,129
33.    
Sonesta Denver
1450 Glenarm Place
Denver, CO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$5,377,582
34.    
Sonesta Simply Suites
Denver Federal Center
895 Tabor Street
Lakewood, CO
HPT IHG-2 Properties Trust
HPT TRS IHG-2, Inc.
Sonesta International Hotels CorporationSelect$689,165
35.    
Sonesta ES Suites Denver South
7820 Park Meadows Drive
Lonetree, CO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$968,481
36.    
Royal Sonesta Washington DC
2121 P Street NW
Washington, DC
HPT IHG-3 Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$7,941,910
37.    
Sonesta ES Suites Wilmington - Newark
240 Chapman Road
Newark, DE
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$797,556
38.    
Sonesta Select Boca Raton
2000 NW Executive Center Cir.
Boca Raton, FL
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,181,308
39.    
Sonesta Simply Suites Clearwater
13231 49th Street North
Clearwater, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$458,051
40.    
Sonesta Fort Lauderdale
999 N. Fort Lauderdale Beach Boulevard
Fort Lauderdale, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$3,575,671
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
41.    
Sonesta ES Suites Fort Lauderdale Plantation
410 North Pine Island Road
Fort Lauderdale, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,229,241
42.    
Sonesta Simply Suites Jacksonville
4990 Belfort Road
Jacksonville, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$665,086
43.    
Sonesta Simply Suites Miami Airport
8855 NW 27th Street
Miami, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$717,617
44.    
Sonesta Miami Airport
950 NW LeJeune Road
Miami, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$1,751,357
45.    
Nautilus Sonesta Miami Beach
1825 Collins Avenue
Miami Beach, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$13,232,000
46.    
Sonesta Select Miami Lakes
15700 NW 77th Court
Miami Lakes, FL
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,129,331
47.    
Sonesta ES Suites Orlando
8480 International Drive
Orlando, FL
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$1,775,539
48.    
Sonesta ES Suites Lake Buena Vista
8751 Suiteside Drive
Orlando, FL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,991,484
49.    
Sonesta ES Suites
Alpharetta North Point
3980 North Point Parkway
Alpharetta, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$862,787
50.    
Sonesta Atlanta Airport South
4669 Airport Boulevard
Atlanta, GA
HPT IHG GA Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$1,389,773
51.    
Sonesta Atlanta Northwest Galleria
6345 Powers Ferry Road NW
Atlanta, GA
HPT IHG-3 Properties LLCCambridge TRS, Inc.Sonesta International Hotels CorporationFull$1,244,625
52.    
Sonesta Atlanta Airport North
1325 Virginia Avenue
Atlanta, GA
HPT IHG-3 Properties LLCHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$3,646,276
53.    
Sonesta Select Atlanta Midtown
1132 Techwood Drive NW
Atlanta, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,051,856
54.    
Sonesta Select Atlanta Cumberland
3000 Cumberland Boulevard SE
Atlanta, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,212,138
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
55.    
Sonesta Simply Suites Atlanta
3665 Shackleford Road
Duluth, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$611,241
56.    
Sonesta ES Suites Atlanta – Perimeter Center
4601 Ridgeview Road
Dunwoody, GA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,097,043
57.    
Sonesta Select Atlanta Airport
3399 International Boulevard
Hapeville, GA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,122,876
58.    
Sonesta Simply Suites Des Moines
7625 Office Plaza Drive North
Des Moines, IA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$552,134
59.    
Sonesta Simply Suites Chicago Libertyville
1100 N US Route 45
Libertyville, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$603,876
60.    
Sonesta Simply Suites Chicago Naperville
27 West 300 Warrenville Road
Warrenville, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$682,980
61.    
Sonesta Simply Suites Chicago Waukegan
1151 South Waukegan Road
Waukegan, IL
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$569,939
62.    
Sonesta Select Indianapolis
37 W 103rd Street
Indianapolis, IN
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$819,761
63.    
Sonesta ES Suites Baton Rouge
4001 Nicholson Drive
Baton Rouge, LA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,022,368
64.    
Sonesta ES Suites Andover
4 Technology Drive
Andover, MA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$1,364,112
65.    
Sonesta Simply Suites Boston Braintree
235 Wood Road
Braintree, MA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$947,092
66.    
Sonesta Simply Suites Boston Burlington
130 Middlesex Turnpike
Burlington, MA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$932,472
67.    
Sonesta Select Boston Danvers
275 Independence Way
Danvers, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$757,321
68.    
Sonesta Select Boston Foxborough
35 Foxborough Boulevard
Foxborough, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$991,318
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
69.    
Sonesta Select Boston Lowell
30 Industrial Avenue East
Lowell, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$475,567
70.    
Sonesta Select Boston Milford
10 Fortune Boulevard
Milford, MA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$801,973
71.    
Royal Sonesta Harbor Court Baltimore
550 Light Street
Baltimore, MD
Harbor Court Associates, LLCCambridge TRS, Inc.Sonesta International Hotels CorporationFull$1,535,473
72.    
Sonesta Select Columbia
8910 Stanford Boulevard
Columbia, MD
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,238,257
73.    
Sonesta Simply Suites Baltimore BWI Airport
1247 Winterson Road
Linthicum Heights, MD
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$816,195
74.    
Sonesta Simply Suites Detroit Ann Arbor
701 Waymarket Way
Ann Arbor, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$592,929
75.    
Sonesta Simply Suites Detroit Troy
2550 Troy Center Drive
Troy, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$589,217
76.    
Sonesta Simply Suites Detroit Warren
7010 Convention Boulevard
Warren, MI
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$721,001
77.    
Sonesta Simply Suites St. Louis Earth City
3250 Rider Trail South
Earth City, MO
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$548,958
78.    
Sonesta Select Kansas City South
500 East 105th Street
Kansas City, MO
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,017,017
79.    
Royal Sonesta Chase Park Plaza
212-232 N. Kingshighway Boulevard
St. Louis, MO
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$5,390,511
80.    
Sonesta Charlotte
5700 Westpark Drive
Charlotte, NC
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$2,563,701
81.    
Sonesta Simply Suites Charlotte University
8812 University East Drive
Charlotte, NC
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$686,351
82.    
Sonesta Select Charlotte University
333 West WT Harris Boulevard
Charlotte, NC
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$771,042
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
83.    
Sonesta Select Raleigh Durham Airport
2001 Hospitality Court
Morrisville, NC
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,116,037
84.    
Sonesta ES Suites Princeton
4375 US Route 1 South
Princeton, NJ
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$855,402
85.    
Sonesta ES Suites Somerset
260 Davidson Avenue
Somerset, NJ
HPT IHG-2 Properties Trust
Cambridge TRS, Inc.
Sonesta International Hotels CorporationSelect$1,026,439
86.    
Sonesta Select Tinton Falls
600 Hope Road
Tinton Falls, NJ
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$647,308
87.    
Sonesta Simply Suites Albuquerque
3025 Menaul Boulevard NE
Albuquerque, NM
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$727,292
88.    
Sonesta ES Suites Cincinnati - Blue Ash
11401 Reed Hartman Highway
Blue Ash, OH
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationSelect$856,574
89.    
Sonesta Columbus
33 East Nationwide Boulevard
Columbus, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$3,796,139
90.    
Sonesta Simply Suites Columbus Airport
590 Taylor Road
Gahanna, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$540,329
91.    
Sonesta Simply Suites Cleveland North Olmstead
24741 Country Club Boulevard
North Olmstead, OH
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$639,542
92.    
Sonesta Simply Suites Oklahoma City Airport
4400 River Park Drive
Oklahoma City, OK
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$555,099
93.    
Royal Sonesta Portland
506 SW Washington Street
Portland, OR
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$6,401,205
94.    
Sonesta Hotel Philadelphia
1800 Market Street
Philadelphia, PA
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$4,254,250
95.    
Sonesta Select Philadelphia Airport
8900 Bartram Avenue
Philadelphia, PA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$919,883
96.    
Sonesta Simply Suites Pittsburgh Airport
100 Chauvet Drive
Pittsburgh, PA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$712,395
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
97.    
Sonesta Select Newport Middletown
9 Commerce Drive
Middletown, RI
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,155,583
98.    
Sonesta Hilton Head
130 Shipyard Drive
Hilton Head, SC
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$4,013,582
99.    
Sonesta Simply Suites Nashville Brentwood
5129 Virginia Way
Brentwood, TN
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$695,825
100.    
Sonesta Select Chattanooga
2210 Bams Drive
Chattanooga, TN
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$980,795
101.    
Sonesta Simply Suites Arlington
2221 Brookhollow Plaza Drive
Arlington, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$563,383
102.    
Sonesta ES Suites Austin Arboretum
10201 Stonelake Boulevard
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$943,484
103.    
Sonesta Simply Suites Austin South
4320 IH 35 Frontage Road
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$772,447
104.    
Sonesta Simply Suites Austin Arboretum
9701 Stonelake Boulevard
Austin, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$810,144
105.    
Sonesta Simply Suites Dallas Galleria
13939 Noel Road
Dallas, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$668,142
106.    
Sonesta Select Dallas Central Expressway
10325 North Central Expressway
Dallas, TX
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,030,411
107.    
Royal Sonesta Houston Hotel
2222 West Loop South
Houston, TX
HPT IHG-2 Properties TrustCambridge TRS, Inc.Sonesta International Hotels CorporationFull$2,661,267
108.    
Sonesta Simply Suites Dallas Las Colinas
5300 Green Park Drive
Irving, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$771,076
109.    
Sonesta Simply Suites Plano
4701 Legacy Drive
Plano, TX
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$624,614
110.    
Sonesta Simply Suites Salt Lake City Airport
2170 West North Temple
Salt Lake City, UT
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$644,599
    

Trade Name and Street Address
LandlordOwnerManager
Service
Level
Initial
Owner’s Priority
111.    
Sonesta Select Arlington
1533 Clarendon Boulevard
Arlington, VA
HPTCY Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,674,832
112.    
Sonesta Simply Suites Hampton
401 Butler Farm Road
Hampton, VA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$572,318
113.    
Sonesta ES Suites Dulles Airport
13700 Coppermine Road
Herndon, VA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$1,365,831
114.    
Sonesta Select Seattle Belleview
14615 NE 29th Place
Bellevue, WA
Service Properties TrustHPT CY TRS, Inc.Sonesta International Hotels CorporationSelect$1,185,209
115.    
The Alexis Royal Sonesta Hotel
1007 First Avenue
Seattle, WA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationFull$4,569,285
116.    
Sonesta ES Suites Vancouver - Portland West
7301 NE 41st Street
Vancouver, WA
HPT IHG-2 Properties TrustHPT TRS IHG-2, Inc.Sonesta International Hotels CorporationSelect$976,487
    

SCHEDULE 2

LEASES

1.    Amended, Restated and Consolidated Master Lease Agreement, dated as of January 1, 2011, between HPTMI Properties Trust, as landlord, and HPT TRS MRP, Inc. as tenant, as amended.
2.    Amended and Restated Lease Agreement, dated as of January 1, 2012, between John G. Murray, as Trustee of HPT CW MA Realty Trust, HPT IHG Canada Properties Trust, HPT IHG GA Properties LLC, HPT IHG-2 Properties Trust and HPT IHG-3 Properties LLC, as landlord, HPT IHG Canada Corporation, a New Brunswick corporation, as Canadian agent, and HPT TRS IHG-2, Inc., as tenant, as amended.
3.    Master Lease Agreement, dated as of December 31, 2012, between Service Properties Trust and HPTCY Properties Trust, as landlord, and HPT CY TRS, Inc., as tenant, as amended.
4.    Lease Agreement, dated as of December 31, 2019 but to become effective as of January 1, 2020, between HPTMI Hawaii, Inc., as landlord, and HPT TRS MRP, Inc., as tenant.
5.    Lease Agreement, dated as of February 27, 2020, among Harbor Court Associates, LLC, HPT Cambridge LLC, HPT IHG-2 Properties Trust, HPT IHG-3 Properties LLC, HPTMI Properties Trust, and Royal Sonesta, Inc., as landlord, and Cambridge TRS, Inc., as tenant, as amended.
6.    Master Lease Agreement, dated as of September 25, 2020, between HPT IHG-3 Properties LLC and Cambridge TRS, Inc.
7.    Lease Agreement, dated as of June 1, 2021, between HPT Suite Properties Trust and Cambridge TRS, Inc., as amended.






















































    

SCHEDULE 3

PRIOR MANAGEMENT AGREEMENTS

1.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta International Hotels Corporation (“Sonesta”) and Cambridge TRS, Inc. (“Cambridge TRS”). [Sonesta ES Suites Flagstaff]
2.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta Suites Scottsdale]
3.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Tucson]
4.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [The Sonesta Irvine]
5.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta Silicon Valley]
6.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Colorado Springs]
7.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Wilmington - Newark]
8.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta Fort Lauderdale]
9.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Orlando]
10.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Atlanta]
11.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Andover]
12.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Royal Sonesta Harbor Court Baltimore]
13.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Royal Sonesta Chase Park Plaza]
14.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Charlotte]
15.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Princeton]
16.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Charlotte]
17.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Somerset]
18.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta ES Suites Cincinnati – Blue Ash]
19.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta Hotel Philadelphia]
20.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Sonesta Hilton Head]
21.    Amended and Restated Management Agreement, dated as of February 27, 2020, between Sonesta and Cambridge TRS. [Royal Sonesta Houston Hotel]
22.    Master Management Agreement, dated as of September 25, 2020, between Sonesta and Cambridge. [Converted Wyndham Hotels]
23.    Master Management Agreement, executed on November 25, 2020 but effective as of December 1, 2020, between Sonesta and HPT TRS IHG-2, Inc. [Converted IHG Hotels]
24.    Master Management Agreement, dated as of December 15, 2020, between Sonesta and HPT TRS MRP, Inc. [Converted Marriott Hotels]
25.    Master Management Agreement, dated as of December 15, 2020, between Sonesta and HPT CY TRS, Inc. [Converted Marriott Courtyard Hotels]
26.    Master Management Agreement, dated as of June 2, 2021, between Sonesta and Cambridge TRS. [Converted Hyatt Hotels]



































    

SCHEDULE 4

RESTRICTED TRADE AREAS

Schedule 4.1:    Sonesta Irvine (Irvine, California)
Schedule 4.2:    Sonesta San Jose (Milpitas, California)
Schedule 4.3:    Sonesta Denver (Denver, Colorado)
Schedule 4.4:    Royal Sonesta Washington DC (Washington, District of Columbia)
Schedule 4.5:    The Harbor Court Royal Sonesta (Baltimore, Maryland)
Schedule 4.6:    Royal Sonesta Chase Park Plaza (St. Louis, Missouri)
Schedule 4.7:    Sonesta Columbus (Columbus, Ohio)
Schedule 4.8:    Royal Sonesta Portland (Portland, Oregon)
Schedule 4.9:    Stephen F. Austin Royal Sonesta, Austin (Austin, Texas)
Schedule 4.10:    Sonesta Philadelphia (Philadelphia, Pennsylvania)
Schedule 4.11:    Royal Sonesta Seattle (Seattle, Washington)
Schedule 4.12:    Nautilus Sonesta Miami Beach (Miami Beach, Florida)
    

SCHEDULE 4.1
RESTRICTED TRADE AREA
SONESTA IRVINE
(See attached)


    

SCHEDULE 4.2
RESTRICTED TRADE AREA
SONESTA SAN JOSE
(See attached)



    

SCHEDULE 4.3
RESTRICTED TRADE AREA
SONESTA DENVER
(See attached)



    

SCHEDULE 4.4
RESTRICTED TRADE AREA ROYAL
SONESTA WASHINGTON DC
(See attached)



    

SCHEDULE 4.5
RESTRICTED TRADE AREA
THE HARBOR COURT ROYAL SONESTA
(See attached)



    

SCHEDULE 4.6
RESTRICTED TRADE AREA
ROYAL SONESTA CHASE PARK PLAZA
(See attached)



    

SCHEDULE 4.7
RESTRICTED TRADE AREA
SONESTA COLUMBUS
(See attached)



    

SCHEDULE 4.8
RESTRICTED TRADE AREA
ROYAL SONESTA PORTLAND
(See attached)



    

SCHEDULE 4.9
RESTRICTED TRADE AREA
STEPHEN F. AUSTIN ROYAL SONESTA
(See attached)



    

SCHEDULE 4.10
RESTRICTED TRADE AREA
SONESTA PHILADELPHIA
(See attached)



    

SCHEDULE 4.11
RESTRICTED TRADE AREA
ROYAL SONESTA SEATTLE
(See attached)

    

SCHEDULE 4.12
RESTRICTED TRADE AREA
NAUTILUS SONESTA MIAMI BEACH
(See attached)










Schedule to Exhibit 10.3
There are 20 management agreements with subsidiaries of Sonesta Holdco Corporation, or Sonesta, a representative form of which is filed as Exhibit 10.1 to our Current Report on Form 8-K dated January 7, 2022 and which is incorporated herein by reference. The hotels covered by that representative form of management agreement are listed on a schedule filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and which is incorporated herein by reference. There is one additional management agreement for hotels that covers the 43 hotels listed below as the June 2023 Management Agreement Hotels. The other 18 management agreements each cover a single hotel scheduled below. All of the management agreements are substantially identical in all material respects to the representative form of management agreement.




Trade Name and Street Address


Landlord


Owner


Manager


Effective Date


Service Level

Initial Owner’s
Priority
Sonesta Redondo Beach & Marina
300 North Harbor Drive
Redondo Beach, CA
HPTMI
Properties Trust
SVC Redondo Beach
TRS LLC
Sonesta Redondo Beach LLC
January 1, 2022
Full
$4,524,631
The Clift Royal Sonesta Hotel
495 Geary Street
San Francisco, CA
HPT Geary Properties Trust
HPT Clift TRS LLC
Sonesta Clift LLC
January 1, 2022
Full
$12,012,805
Royal Sonesta Chicago River North
 505 North State Street
Chicago, IL
HPT IHG
Chicago Property LLC
HPT State Street TRS LLC
Sonesta State Street LLC
January 1, 2022
Full
$3,108,330
Royal Sonesta Chicago Downtown
71 East Wacker Drive
Chicago, IL
HPT IHG-2
Properties Trust
HPT Wacker Drive
TRS LLC
Sonesta Chicago LLC
January 1, 2022
Full
$5,886,331
The Allegro Royal Sonesta Chicago Loop
171 West Randolph Street
Chicago, IL
HPT IHG-3
Properties LLC
SVC Randolph Street
TRS LLC
Sonesta Randolph Street
LLC
January 1, 2022
Full
$5,070,314
Royal Sonesta Cambridge
40 Edwin H. Land Boulevard
Cambridge, MA
HPT Cambridge LLC
Cambridge TRS, Inc.
Sonesta International Hotels
Corporation
January 1, 2022
Full
$10,372,038
Royal Sonesta New Orleans
300 Bourbon Street
New Orleans, Louisiana
Royal Sonesta, Inc.
Cambridge TRS, Inc.
Sonesta International Hotels
Corporation
January 1, 2022
Full
$14,173,842
Sonesta Simply Suites Jersey City
21 2nd Street
Jersey City, NJ
HPT IHG-2
Properties Trust
SVC Jersey City TRS LLC
Sonesta Jersey City LLC
January 1, 2022
Select
$2,112,534
Sonesta Simply Suites Parsippany Morris Plains
100 Candlewood Drive
Morris Plains, NJ
HPT IHG-2
Properties Trust
SVC Morris Plains TRS LLC
Sonesta Morris Plains LLC
January 1, 2022
Select
$760,144
Sonesta ES Suites Parsippany Morris Plains
3 Gatehall Drive
Parsippany, NJ
HPTMI
Properties Trust
SVC Gatehall Drive TRS LLC
Sonesta Gatehall Drive LLC
January 1, 2022
Select
$1,365,932
Royal Sonesta Minneapolis
35-45 South Seventh Street
Minneapolis, MN
HPTWN
Properties Trust
SVC Minneapolis TRS LLC
Sonesta Minneapolis LLC
January 1, 2022
Full
$4,330,782


Royal Sonesta San Juan
5961 Isla Verde Avenue
Carolina PR
HPT IHG PR, Inc.
SVC San Juan TRS LLC
Sonesta San Juan LLC
January 1, 2022
Full
$5,646,494
Sonesta ES Suites Toronto
355 South Park Road
Toronto, ON
HPT IHG
Canada Properties Trust
HPT TRS IHG-2,
Inc.
Sonesta Canada ULC
January 1, 2022
Select
$1,107,994
The Yorkville Royal Sonesta Hotel
220 Bloor Street
Toronto, ON
HPT IHG
Canada Properties Trust
HPT TRS IHG-2,
Inc.
Sonesta Toronto ULC
January 1, 2022
Full
$2,584,900
Sonesta White Plains
66 Hale Avenue
White Plains, NY
HPT IHG-2
Properties Trust
HPT TRS IHG-2, Inc.
Sonesta White Plains LLC
January 1, 2022
Full
$5,097,740
Sonesta Select Whippany
157 Route 10 East
Whippany, NJ
HPTCY Properties Trust
HPT CY TRS, Inc.
Sonesta Whippany LLC
January 1, 2022
Select
$1,334,969
Sonesta Chicago O’Hare Airport
10233 West Higgins Road
Rosemont, IL
HPT IHG-3 Properties LLC
SVC Higgins Road TRS LLC
Sonesta Higgins Road LLC
April 1, 2024
Full
$2,370,717
Sonesta Simply Suites Chicago O’Hare
4021 North Mannheim Road
Schiller Park, IL
HPT IHG-2 Properties Trust
SVC Mannheim Road TRS LLC
Sonesta Mannheim Road LLC
April 1, 2024
Select
$1,155,587


June 2023 Management Agreement Hotels:
Trade Name and Street AddressLandlordOwner


Manager


Effective Date


Service Level

Initial
Owner’s Priority
Sonesta ES Suites Birmingham Homewood
50 State Farm Parkway
Homewood, AL
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$871,176
Sonesta Select Phoenix Chandler
920 North 54th Street
Chandler, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,229,547
Sonesta ES Suites Flagstaff
1400 N Country Club Drive
Flagstaff, AZ
HPTMI Properties TrustCambridge TRS, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$653,715
Sonesta ES Suites Scottsdale
6040 North Scottsdale Road
Scottsdale, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,376,289
Sonesta Simply Suites Scottsdale North
10740 North 90th Street
Scottsdale, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,056,905


Trade Name and Street AddressLandlordOwner


Manager


Effective Date


Service Level

Initial
Owner’s Priority
Sonesta Select Tempe
601 South Ash Avenue
Tempe, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,220,901
Sonesta ES Suites Tempe
5075 South Priest Drive
Tempe, AZ
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,159,727
Sonesta Emeryville
5555 Shellmound Street
Emeryville, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Full$4,239,477
Sonesta ES Suites Huntington Beach
9930 Slater Avenue
Fountain Valley, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,328,506
Sonesta ES Suites Fresno
5322 North Diana Avenue
Fresno, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$869,561
Sonesta Select Pleasant Hill
2250 Contra Costa Boulevard
Pleasant Hill, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,077,923
Sonesta ES Suites Carmel Mountain
11002 Rancho Carmel Drive
San Diego, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$908,779
Sonesta Select San Ramon
18090 San Ramon Valley Boulevard
San Ramon, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,165,448
Sonesta Select San Francisco Airport Oyster Point
1300 Veterans Boulevard
South San Francisco, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$2,771,746
Sonesta ES Suites San Francisco Airport Oyster Point
1350 Veterans Boulevard
South San Francisco, CA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$2,230,849
Sonesta ES Suites Atlanta North Point Mall
1325 North Point Drive
Alpharetta, GA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,004,808


Trade Name and Street AddressLandlordOwner


Manager


Effective Date


Service Level

Initial
Owner’s Priority
Sonesta ES Suites Atlanta Alpharetta Windward
5465 Windward Parkway
Alpharetta, GA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,290,217
Sonesta ES Suites Atlanta Kennesaw Town Center
3443 Busbee Drive NW
Kennesaw, GA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$889,832
Royal Sonesta Kauai Resort
3160 Rice Street
Lihue-Kauai, HI
HPTMI Hawaii, Inc.HPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Full$6,819,282
Sonesta ES Suites Chicago Downtown
201 East Walton Place
Chicago, IL
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$2,750,402
Sonesta ES Suites New Orleans Convention Center
345 St. Joseph Street
New Orleans, LA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$2,374,815
Sonesta ES Suites Annapolis
170 Admiral Cochrane Drive
Annapolis, MD
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,157,192
Sonesta ES Suites Baltimore BWI Airport
1160 Winterson Road
Linthicum Heights, MD
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$985,252
Sonesta ES Suites Detroit Warren
30120 North Civic Center Blvd.
Warren, MI
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$764,178
Sonesta ES Suites Raleigh Cary
2900 Regency Parkway
Cary, NC
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$971,506
Sonesta ES Suites Raleigh Durham Airport
2020 Hospitality Court
Morrisville, NC
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,127,515
Sonesta ES Suites Albuquerque
3300 Prospect Avenue, NE
Albuquerque, NM
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,372,978


Trade Name and Street AddressLandlordOwner


Manager


Effective Date


Service Level

Initial
Owner’s Priority
Sonesta Select Las Vegas
1901 North Rainbow Boulevard
Las Vegas, NV
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,207,017
Sonesta Simply Suites Las Vegas
4034 South Paradise Road
Las Vegas, NV
HPTMI Properties TrustHPT TRS IHG-2, Inc.
Sonesta International Hotels
Corporation
March 5, 2024Select$1,806,857
Sonesta ES Suites Reno
9845 Gateway Drive
Reno, NV
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$800,347
Sonesta Select Allentown Bethlehem
2160 Motel Drive
Allentown, PA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$798,984
Sonesta ES Suites Allentown Bethlehem
2180 Motel Drive
Bethlehem, PA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$894,794
Sonesta ES Suites Nashville Brentwood
206 Ward Circle
Brentwood, TN
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$957,088
Sonesta Select Nashville Airport Suites
1100 Airport Center Drive
Nashville, TN
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,109,053
Sonesta Nashville Airport
600 Marriott Drive
Nashville, TN
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Full$3,460,637
Stephen F. Austin Royal Sonesta Hotel
701 Congress Avenue
Austin, TX
HPTMI Properties TrustHPT TRS IHG-2, Inc.
Sonesta International Hotels
Corporation
March 5, 2024Full$3,482,093
Sonesta ES Suites San Antonio
425 Bonham Street
San Antonio, TX
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,721,512
Sonesta ES Suites Charlottesville
1111 Millmont Street
Charlottesville, VA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$754,625


Trade Name and Street AddressLandlordOwner


Manager


Effective Date


Service Level

Initial
Owner’s Priority
Sonesta ES Suites Fairfax
12815 Fairlakes Parkway
Fairfax, VA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$911,553
Sonesta Simply Suites Falls Church
205 Hillwood Avenue
Falls Church, VA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$908,726
Sonesta Select Seattle Renton
200 SW 19th Street
Renton, WA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$914,364
Sonesta Simply Suites Seattle Renton
300 SW 19th Street
Renton, WA
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$1,206,992
Sonesta ES Suites Charleston
200 Hotel Circle
Charleston, WV
HPTMI Properties TrustHPT TRS MRP, Inc.
Sonesta International Hotels
Corporation
June 1, 2023Select$779,051



Exhibit 31.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
I, Christopher J. Bilotto, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Service Properties Trust;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2025
/s/ Christopher J. Bilotto
Christopher J. Bilotto
President and Chief Executive Officer



Exhibit 31.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) 
I, Brian E. Donley, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Service Properties Trust;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2025
/s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer



Exhibit 32.1
Certification Pursuant to 18 U.S.C. Sec. 1350
_______________________________________________
In connection with the filing by Service Properties Trust (the “Company”) of the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Christopher J. Bilotto
Christopher J. Bilotto
President and Chief Executive Officer
/s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer
Date: May 6, 2025