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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 September 30, 2021
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)
Maryland 04-3262075
(State or Other Jurisdiction of
Incorporation or Organization) 		(IRS 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 Class Trading Symbol Name of each Exchange on which Registered
Common Shares of Beneficial Interest SVC The 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 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, 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 November 3, 2021: 165,092,333

Table of Contents
SERVICE PROPERTIES TRUST
FORM 10-Q
September 30, 2021

INDEX
  Page
   
3
   
4
   
5
6
   
8
   
22
   
42
   
44
   
44
   
47
     
   
48
48
49
   
52
References in this Quarterly Report on Form 10-Q to the Company, SVC, we, us or our include Service Properties Trust and our consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
2
Table of Contents
Part I Financial Information
Item 1. Financial Statements
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands, except share data)
  September 30,
2021 		December 31,
2020
ASSETS    
Real estate properties:    
Land $ 2,036,297  $ 2,030,440 
Buildings, improvements and equipment 9,109,518  9,131,832 
Total real estate properties, gross 11,145,815  11,162,272 
Accumulated depreciation (3,517,771) (3,280,110)
Total real estate properties, net 7,628,044  7,882,162 
Acquired real estate leases and other intangibles, net 288,852  325,845 
Assets held for sale 3,707  13,543 
Cash and cash equivalents 912,532  73,332 
Restricted cash 1,657  18,124 
Due from related persons 46,660  55,530 
Other assets, net 453,379  318,783 
Total assets $ 9,334,831  $ 8,687,319 
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Revolving credit facility $ 1,000,000  $ 78,424 
Senior unsecured notes, net 6,139,787  6,130,166 
Accounts payable and other liabilities 430,694  345,373 
Due to related persons 10,608  30,566 
Total liabilities 7,581,089  6,584,529 
Commitments and contingencies
Shareholders’ equity:    
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 165,092,638 and 164,823,833, shares issued and outstanding, respectively
1,651  1,648 
Additional paid in capital
4,552,087  4,550,385 
Cumulative other comprehensive loss
(755) (760)
Cumulative net income available for common shareholders
2,834,449  3,180,263 
Cumulative common distributions
(5,633,690) (5,628,746)
Total shareholders’ equity 1,753,742  2,102,790 
Total liabilities and shareholders’ equity
$ 9,334,831  $ 8,687,319 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(amounts in thousands, except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Revenues:        
Hotel operating revenues $ 338,375  $ 199,719  $ 787,463  $ 700,578 
Rental income 98,724  96,776  286,742  294,633 
Total revenues 437,099  296,495  1,074,205  995,211 
Expenses:  
Hotel operating expenses 285,233  174,801  723,769  492,906 
Other operating expenses 4,437  3,705  11,758  11,029 
Depreciation and amortization 124,163  122,204  370,208  377,557 
General and administrative 14,231  12,295  40,840  37,621 
Transaction related costs 3,149  —  28,934  — 
Loss on asset impairment —  10,248  2,110  55,502 
Total expenses 431,213  323,253  1,177,619  974,615 
Other operating income:
Gain (loss) on sale of real estate, net 94  109  10,934  (9,655)
Unrealized gain on equity securities, net 24,348  5,606  20,367  4,409 
Gain on insurance settlement —  —  —  62,386 
Interest income 203  6  485  283 
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $5,877, $3,877, $15,123 and $10,651, respectively)
(92,458) (80,532) (273,227) (223,679)
Loss on early extinguishment of debt —  —  —  (6,970)
Loss before income taxes and equity in earnings (losses) of an investee (61,927) (101,569) (344,855) (152,630)
Income tax benefit (expense) 55  296  (1,009) (16,706)
Equity in earnings (losses) of an investee 2,158  (1,369) 50  (4,305)
Net loss (59,714) (102,642) (345,814) (173,641)
Other comprehensive income:
Equity interest in investee’s unrealized gains 5  63  5  63 
Other comprehensive income 5  63  5  63 
Comprehensive loss $ (59,709) $ (102,579) $ (345,809) $ (173,578)
Weighted average common shares outstanding (basic and diluted) 164,590  164,435  164,532  164,397 
Net loss per common share (basic and diluted) $ (0.36) $ (0.62) $ (2.10) $ (1.06)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited) (in thousands, except share data)
Common Shares Additional
Paid in
Capital 		Cumulative
Net Income
Available for
Common
Shareholders 		Cumulative
Other
Comprehensive
Income (Loss)
Number of
Shares 		Common
Shares 		Cumulative
Common
Distributions
Total
Balance at December 31, 2020 164,823,833  $ 1,648  $ (5,628,746) $ 4,550,385  $ 3,180,263  $ (760) $ 2,102,790 
Net loss —  —  —  —  (194,990) —  (194,990)
Common share grants —  —  —  380  —  —  380 
Distributions to common shareholders —  —  (1,648) —  —  —  (1,648)
Balance at March 31, 2021 164,823,833  $ 1,648  $ (5,630,394) $ 4,550,765  $ 2,985,273  $ (760) $ 1,906,532 
Net loss —  —  —  —  (91,110) —  (91,110)
Common share grants 49,000  1  —  1,066  —  —  1,067 
Common share repurchases and forfeitures (15,079) —  —  (190) —  —  (190)
Distributions —  —  (1,648) —  —  —  (1,648)
Balance at June 30, 2021 164,857,754  $ 1,649  $ (5,632,042) $ 4,551,641  $ 2,894,163  $ (760) $ 1,814,651 
Net loss —  —  —  —  (59,714) —  (59,714)
Equity in unrealized gains of investees —  —  —  —  —  5  5 
Common share grants 291,700  2  —  1,046  —  —  1,048 
Common share repurchases and forfeitures (56,816) —  —  (600) —  —  (600)
Distributions —  —  (1,648) —  —  —  (1,648)
Balance at September 30, 2021 165,092,638  $ 1,651  $ (5,633,690) $ 4,552,087  $ 2,834,449  $ (755) $ 1,753,742 
Balance at December 31, 2019 164,563,034  $ 1,646  $ (5,534,942) $ 4,547,529  $ 3,491,645  $ —  $ 2,505,878 
Net loss —  —  —  —  (33,650) —  (33,650)
Common share grants 6,000  —  —  590  —  —  590 
Common share repurchases and forfeitures (2,637) —  —  (43) —  —  (43)
Distributions to common shareholders —  —  (90,509) —  —  —  (90,509)
Balance at March 31, 2020 164,566,397  $ 1,646  $ (5,625,451) $ 4,548,076  $ 3,457,995  $ —  $ 2,382,266 
Net loss —  —  —  —  (37,349) —  (37,349)
Common share grants 35,000  —  —  831  —  —  831 
Common share repurchases and forfeitures (3,808) —  —  (27) —  —  (27)
Balance at June 30, 2020 164,597,589  $ 1,646  $ (5,625,451) $ 4,548,880  $ 3,420,646  $ —  $ 2,345,721 
Net loss —  —  —  —  (102,642) —  (102,642)
Equity in unrealized gains of investees —  —  —  —  —  63  63 
Common share grants 264,400  3  —  868  —  —  871 
Common share repurchases and forfeitures (38,156) (1) —  (282) —  —  (283)
Distributions —  —  (1,646) —  —  —  (1,646)
Balance at September 30, 2020 164,823,833  $ 1,648  $ (5,627,097) $ 4,549,466  $ 3,318,004  $ 63  $ 2,242,084 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
For the Nine Months Ended September 30,
2021 2020
Cash flows from operating activities:
Net loss $ (345,814) $ (173,641)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization 370,208  377,557 
Net amortization of debt issuance costs, discounts and premiums as interest 15,123  10,651 
Straight-line rental income 3,087  298 
Security deposits utilized —  (109,162)
Loss on early extinguishment of debt —  6,970 
Loss on asset impairment 2,110  55,502 
Unrealized gain on equity securities, net (20,367) (4,409)
Equity in (earnings) losses of an investee (50) 4,305 
(Gain) loss on sale of real estate (10,934) 9,655 
Gain on insurance settlement —  (62,386)
Deferred income taxes —  15,650 
Other non-cash income, net (1,720) (2,324)
Changes in assets and liabilities:
Due from related persons (919) 171 
Other assets 16,396  (45,844)
Accounts payable and other liabilities (9,635) (15,585)
Due to related persons (16,483) (1,884)
Net cash provided by operating activities 1,002  65,524 
Cash flows from investing activities:
Real estate acquisitions and deposits (7,649) (7,090)
Real estate improvements (64,340) (54,603)
Hotel managers’ purchases with restricted cash (23,692) (127,837)
Hotel manager’s deposit of insurance proceeds into restricted cash —  34,238 
Net proceeds from sale of real estate 33,772  67,811 
Investment in Sonesta (25,443) (5,314)
Investment in TravelCenters of America —  (7,011)
Distributions in excess of earnings from Affiliates Insurance Company —  286 
Net cash used in investing activities (87,352) (99,520)
Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes, after discounts and premiums —  800,000 
Repurchase of senior unsecured notes —  (355,971)
Borrowings under revolving credit facility 984,027  709,000 
Repayments of revolving credit facility (62,451) (1,005,914)
Deferred financing costs (6,762) (15,900)
Repurchase of common shares (787) (346)
Distributions to common shareholders (4,944) (92,155)
Net cash provided by financing activities 909,083  38,714 
Increase in cash and cash equivalents and restricted cash 822,733  4,718 
Cash and cash equivalents and restricted cash at beginning of period 91,456  81,259 
Cash and cash equivalents and restricted cash at end of period $ 914,189  $ 85,977 
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 amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents $ 912,532  $ 47,847 
Restricted cash 1,657  38,130 
Total cash and cash equivalents and restricted cash $ 914,189  $ 85,977 



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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(dollars in thousands)

For the Nine Months Ended September 30,
2021 2020
Supplemental cash flow information:
Cash paid for interest $ 273,221  $ 226,329 
Cash paid for income taxes 2,577  2,117 
Non-cash investing activities:
Real estate improvements accrued, not paid $ 7,341  $ 2,775 
Investment in Sonesta —  42,000 













































The accompanying notes are an integral part of these condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(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 September 30, 2021, we owned, directly and through our subsidiaries, 304 hotels and 794 net lease properties.
At September 30, 2021, all 304 of our hotels were operated by subsidiaries of the following companies: Sonesta Holdco Corporation, or Sonesta (261 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (nine hotels), Marriott International, Inc., or Marriott (16 hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). At September 30, 2021, we owned 794 net lease properties with 175 tenants, including 179 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.
Impact of COVID-19

Since March 2020, the lodging industry and other industries in which our managers and tenants operate have been adversely impacted by the novel coronavirus, or COVID-19, global pandemic along with the federal, state and local government mandates intended to contain and mitigate the spread of COVID-19 and market reactions to the pandemic. The effects of COVID-19 continue to have a significant negative impact on our results of operations, financial position and cash flow. Although lodging demand has improved through the third quarter of 2021 when compared to 2020 levels, we cannot predict with certainty when business levels may return to historical, pre-pandemic levels.
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 financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2020, or our 2020 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.
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, 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™. 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 $151,506 and $118,862 as of September 30, 2021 and December 31, 2020, respectively, and consist primarily of amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $39,169 and $70,240 as of September 30, 2021 and December 31, 2020, 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. 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.
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

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 term of the lease agreements. We reduced rental income by $905 for the three months ended September 30, 2021, increased rental income by $2,370 for the three months ended September 30, 2020 and reduced rental income by $3,087 and $298 for the nine months ended September 30, 2021 and 2020, respectively, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis. See Notes 5 and 9 for further information regarding our TA leases. Due from related persons includes $24,113 and $33,902 and other assets, net, includes $25,172 and $16,264 of straight line rent receivables at September 30, 2021 and December 31, 2020, 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 may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We had deferred estimated percentage rent of $1,849 and $893 for the three months ended September 30, 2021 and 2020, respectively, and $4,827 and $1,742 for the nine months ended September 30, 2021 and 2020, respectively.
Note 3. Weighted Average Common Shares
We calculate basic earnings per common share by dividing net loss by the weighted average number of our common shares outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, and the related impact on earnings, are considered when calculating diluted earnings per share. For the three and nine months ended September 30, 2021 and 2020, there were no dilutive common shares and certain unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.
Note 4. Real Estate Properties
At September 30, 2021, we owned 304 hotels with an aggregate of 48,439 rooms or suites and 794 service-oriented retail properties with an aggregate of 13,574,656 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 carrying value of $11,145,815, excluding six properties classified as held for sale as of September 30, 2021.
Capital expenditures made at certain of our properties were $73,218 and $108,392 during the nine months ended September 30, 2021 and 2020, respectively.
Acquisitions
On March 9, 2021, we acquired a land parcel adjacent to a property we own in Nashville, TN for a purchase price of $7,709, including acquisition related costs. We accounted for this transaction as an acquisition of assets.

Dispositions

During the nine months ended September 30, 2021, we sold 11 properties for an aggregate sales price of $34,721, excluding closing costs, as presented in the table below. The sales of these properties do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift. 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).

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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

Date of Sale Number of Properties Location Property Type Rooms/ Square Feet Gross Sales Price Gain/(Loss) on Sale
3/16/2021 1 Chattanooga, TN Net Lease 2,797  $ 375  $ (9)
4/1/2021 1 Jacksonville, FL Hotel 146  9,753  49
4/6/2021 1 Colorado Springs, CO Net Lease 32,130  1,300  (10)
5/20/2021 5 Various Hotel 430  22,263  10,763
6/11/2021 1 Emmitsburg, MD Net Lease 3,114  360  47
8/11/2021 1 Soddy Daisy, TN Net Lease 2,941  300  (33)
9/30/2021 1 Lincoln, IL Net Lease 3,698  370  127
11
576/44,680
$ 34,721  $ 10,934 

In October 2021, we sold one net lease property with 7,070 rentable square feet for a sales price of $915, excluding closing costs.

We are currently marketing for sale 68 Sonesta branded hotels (46 extended stay hotels with 5,404 rooms or suites, 19 select service hotels with 2,461 rooms or suites and three full service hotels with 895 rooms or suites) located in 27 states with an aggregate net carrying value of $578,982 as of September 30, 2021. We currently expect these sales to be completed by the end of the first quarter of 2022.

We have also entered into agreements to sell four net lease properties with an aggregate of 14,630 square feet and an aggregate carrying value of $1,788 for an aggregate sales price of $2,275, excluding closing costs. We currently expect these sales to be completed by the end of the fourth quarter of 2021.

As of September 30, 2021, we had six net lease properties with an aggregate of 25,327 square feet classified as held for sale. See Note 12 for further information on these properties.
Note 5. Management Agreements and Leases
As of September 30, 2021, we owned 304 hotels which were included in six operating agreements and 794 service oriented retail properties net leased to 175 tenants. We do not operate any of our properties.
Hotel agreements
As of September 30, 2021, all 304 of our hotels were leased to our TRSs and managed by independent hotel operating companies. As of September 30, 2021, our hotel properties were managed by separate subsidiaries of Sonesta, Hyatt, Radisson, Marriott and IHG under six agreements. These hotel agreements had initial terms expiring between 2021 and 2037. Each of these agreements is for between one and 208 of our hotels. In general, the agreements contain renewal options for all, but not less than all, of the affected properties included in each agreement, and the renewal terms range between one to 60 years . Most of these agreements require the third party manager or tenant to: (1) make payments to us of minimum returns; (2) deposit a percentage of total hotel sales into FF&E reserves; and (3) make payments to our TRSs of additional returns to the extent of available cash flows after payment of operating expenses, payment of certain management fees, payment of our minimum returns, reimbursement of certain advances, funding of our FF&E reserves and replenishment of guarantees. Some of our managers or their affiliates provided deposits or guarantees to secure their obligations to pay us.
Sonesta agreement. As of September 30, 2021, Sonesta managed 41 of our full-service hotels, 157 extended stay hotels and 63 select service hotels pursuant to management agreements for each of the hotels. We are also party to pooling agreements that combine certain of our management agreements with Sonesta for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and minimum returns due to us. Our agreements with Sonesta for 53 hotels expire in January 2037, which we refer to as our legacy management and pooling agreements. As of September 30, 2021, 208 of our hotels were managed by Sonesta under agreements that expire on December 31, 2021 and automatically renew for successive one-year terms unless terminated earlier, which we refer to as our conversion hotel management and pooling agreements or collectively with our legacy management and pooling agreements, our Sonesta agreement.
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

As of September 30, 2021, Sonesta operated 261 of the 304 hotels we currently own, which comprised approximately 52.9% of our total historical real estate investments. In February and March 2021, we transitioned the branding and management of 88 hotels to Sonesta from Marriott and, in June 2021, we transitioned the branding and management of five hotels to Sonesta from Hyatt. On November 1, 2021, we transitioned the branding and management of one additional hotel to Sonesta from Radisson. We added these hotels to our conversion hotel management and pooling agreements with Sonesta.
Our Sonesta agreement provides that we are paid a fixed annual minimum return equal to 8% of our invested capital, as defined therein, 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. Our fixed annual minimum return under our Sonesta agreement was $510,226 as of September 30, 2021. Our Sonesta agreement further provides that we are paid an additional return equal to 80% of the operating profits, as defined therein, after reimbursement of owner or manager advances, FF&E reserve escrows and Sonesta’s incentive fee, if applicable. Our Sonesta hotels generated net operating cash flow of $40,728 and a net operating cash flow deficit of $6,155 for the three months ended September 30, 2021 and 2020, respectively, and net operating cash flow of $28,531 and net operating cash flow deficit of $31,969 for the nine months ended September 30, 2021 and 2020, respectively. The returns we receive from our Sonesta hotels are limited to the hotels’ available cash flows, if any, after payment of operating expenses, including management and related fees.
Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third-party reservation transmission fees of $26,640 and $3,831 for the three months ended September 30, 2021 and 2020, respectively, and $59,962 and $12,756 for the nine months ended September 30, 2021 and 2020, 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 $184 for each of the three months ended September 30, 2021 and 2020, and $1,571 and $1,087 for the nine months ended September 30, 2021 and 2020, 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.
Our Sonesta agreement requires us to fund capital expenditures that we approve at our Sonesta hotels. Each of our 14 full-service hotels operated under the legacy management agreements and all the hotels operated under the conversion hotel management agreements require 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 annual minimum returns due to us. Our legacy management agreements do not require FF&E escrow deposits for 39 extended stay hotels. No FF&E escrow deposits were required during the three and nine months ended September 30, 2021. We incurred capital expenditures for certain hotels included in our Sonesta agreement of $76,035 and $48,119 during the nine months ended September 30, 2021 and 2020, respectively, which resulted in increases in our contractual annual minimum returns of $6,083 and $3,622, respectively. We owed Sonesta $5,016 and $26,096 for capital expenditures, and other reimbursements at September 30, 2021 and December 31, 2020, 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.

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. We had advanced $55,977 and $41,514 of initial working capital to Sonesta as of September 30, 2021 and December 31, 2020, respectively. These amounts are included in other assets 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.
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

Accounting for Investment in Sonesta:
We account for our 34% non-controlling interest in Sonesta under the equity method of accounting. In March 2021, we funded a $25,443 capital contribution to Sonesta related to its acquisition of Red Lion Hotels Corporation. We continue to maintain our 34% ownership in Sonesta after giving effect to this funding. As of September 30, 2021, our investment in Sonesta had a carrying value of $62,143. This amount is included in other assets, net in our condensed consolidated balance sheets. The cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total shareholders’ equity book value on the date of acquisition of our initial equity interest in Sonesta, February 27, 2020, 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 September 30, 2021 and 2020 and $195 and $151 for the nine months ended September 30, 2021 and 2020, respectively. We recognized income of $2,158 and a loss of $1,369 related to our investment in Sonesta for the three months ended September 30, 2021 and 2020, respectively, and income of $50 and a loss of $4,305 for the nine months ended September 30, 2021 and 2020, respectively. These amounts are included in equity in earnings (losses) of an investee in our condensed consolidated statements of comprehensive income (loss).
We recorded a liability 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 sheet and is being amortized on a straight-line basis through 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 September 30, 2021 and 2020, respectively, and $1,863 and $1,448 for the nine months ended September 30, 2021 and 2020, respectively, for amortization of this liability. As of September 30, 2021, the unamortized balance of this liability was $38,068.
See Note 9 for further information regarding our relationship, agreements and transactions with Sonesta.
Hyatt agreement. On June 7, 2021, we and Hyatt amended our previous agreement for 22 hotels we own, or our Hyatt agreement. Under our amended Hyatt agreement, Hyatt will continue to manage 17 of the hotels we own for a 10 year term effective April 1, 2021. Our amended Hyatt agreement sets our annual minimum return at $12,000 and Hyatt provided us with a new $30,000 limited guarantee for 75% of the aggregate annual minimum returns due to us beginning in 2023. Under our amended Hyatt agreement, a management fee of 5% of gross room revenues payable to Hyatt will be an operating cost paid senior to our minimum return. Hyatt may also earn a 20% incentive management fee after payment of our annual minimum return and reimbursement of certain advances, if any. We also agreed to fund approximately $50,000 of renovations that are expected to be completed by the end of 2022. As described above, we transitioned the branding and management of the remaining five hotels that Hyatt previously managed to Sonesta in June 2021.
We realized returns of $2,768 and $5,509 during the three months ended September 30, 2021 and 2020, respectively, and returns of $6,634 and $16,528 during the nine months ended September 30, 2021 and 2020, respectively, under our Hyatt agreement. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. During the nine months ended September 30, 2021, we expensed $3,700 of working capital we previously funded under our Hyatt agreement because the amount is no longer expected to be recoverable. This amount is included in transaction related costs in our condensed consolidated statement of income (loss).
Radisson agreement. On November 1, 2021, we and Radisson amended our previous agreement for nine hotels we own, or our Radisson agreement. Under our amended Radisson agreement, Radisson will continue to manage eight of the nine hotels we own for a 10 year term effective August 1, 2021. Our amended Radisson agreement sets our annual minimum return at $10,200 and Radisson provided us with a new $22,000 limited guarantee for 75% of the aggregate annual minimum returns due to us beginning in 2023. Under our amended Radisson agreement, a management fee of 5% of gross room revenues for each hotel operated under the Country Inn & Suites brand and a management fee of 3% of gross room revenues for each hotel managed under the Radisson Hotel brand payable to Radisson will be an operating cost paid senior to our minimum return. Radisson may also earn a 20% incentive management fee after payment of our annual minimum return and reimbursement of certain advances, if any. We also agreed to fund approximately $12,000 of renovations that are expected to be completed by the end of 2022. As described above, we transitioned the management and branding of the ninth hotel that Radisson previously managed to Sonesta on November 1, 2021.

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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

We realized minimum returns of $1,822 and $5,111 during the three months ended September 30, 2021 and 2020, respectively, and $11,878 and $15,332 during the nine months ended September 30, 2021 and 2020, respectively, under our Radisson agreement. Pursuant to our Radisson agreement, Radisson had provided us with a guaranty, which was limited to $47,523. During the nine months ended September 30, 2021, the hotels under our Radisson agreement generated cash flows that were less than the minimum returns due to us for the periods and Radisson made $13,238 of guaranty payments to cover part of the shortfall and the Radisson guaranty was exhausted.

Marriott agreement. As of January 1, 2021, Marriott managed 105 of our hotels under agreements we had terminated in 2020 for Marriott’s failure to pay the cumulative shortfall between the payments we had received and 80% of the cumulative priority returns due to us in accordance with the agreement. We transitioned the branding and management of 88 Marriott managed hotels to Sonesta in February and March 2021. We sold one hotel that Marriott managed in April 2021 (see Note 4 for further information regarding this sale). As of September 30, 2021, Marriott managed 16 of our hotels. We are in arbitration proceedings with Marriott regarding, among other things, the timing and characterization of certain payments made to us, including Marriott’s assertion that we are required to refund $19,120 of minimum return advances made to us in 2020, and the validity of the timing of the termination of the Marriott agreements, including an exit hotel agreement which, if not terminated, would require us to sell the 16 hotels encumbered with a Marriott brand. We are also seeking repayment of certain working capital advances we made to Marriott during 2020. We have entered an agreement with Marriott regarding the 16 hotels noted above, pursuant to which we agreed to have these hotels remain Marriott branded hotels until the arbitration is resolved.
Our Marriott hotels generated net operating cash flow of $4,685 and a net operating cash flow deficit of $7,895 during the three and nine months ended September 30, 2021, respectively. Any returns we receive from Marriott are limited to the hotels’ available cash flows, if any, after payment of operating expenses. Marriott managed 122 of our hotels during the three and nine months ended September 30, 2020. We realized returns of $14,369 and $91,076 from our Marriott branded hotels during the three and nine months ended September 30, 2020, respectively. We incurred capital expenditures for certain hotels included in our Marriott agreement of $7,319 and $50,415 during the nine months ended September 30, 2021 and 2020, respectively.

Other. Our management agreement with IHG for one hotel expires on January 31, 2026. Our IHG hotel generated net operating cash flow of $962 and a net operating cash flow deficit of $384 during the three and nine months ended September 30, 2021, respectively. Any returns we receive from IHG are limited to the hotels’ available cash flows, if any, after payment of operating expenses. IHG managed or leased 103 of our hotels during the three and nine months ended September 30, 2020. We realized returns of $9,654 and $117,874 under our IHG agreement during the three and nine months ended September 30, 2020, respectively.
Net lease portfolio
As of September 30, 2021, we owned 794 service-focused retail net lease properties with 13,574,656 square feet with leases requiring annual minimum rents of $370,945 with a weighted (by annual minimum rents) average remaining lease term of 10.3 years. The portfolio was 98.2% leased by 175 tenants operating under 134 brands in 21 distinct industries.
As a result of the COVID-19 pandemic, some of our tenants requested rent assistance. During the three months ended September 30, 2021, we entered into a rent deferral agreement for $2,852 of rent with one net lease tenant. As of September 30, 2021, we had $10,827 of deferred rents outstanding related to 15 tenants we granted rent relief to pursuant to such requests who represented approximately 2.9% of our annualized rental income of our net lease retail portfolio as of September 30, 2021. These deferred rents are included in other assets, net in our condensed consolidated balance sheets. These tenants are obligated to pay, in most cases, the deferred rent over a 12 to 24 month period. We have elected to use the FASB relief package regarding the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic and account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance as the resulting cash flows from the modified lease are substantially the same as or less than the original lease. The deferred amounts did not impact our operating results for the three or nine months ended September 30, 2021.
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.
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

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 reduced our reserves for uncollectible amounts and increased rental income by $5,373 for the three months ended September 30, 2021 based on our assessment of collectibility and cash received from certain tenants. We recorded reserves for uncollectible amounts against rental income of $2,369 for the three months ended September 30, 2020, and $588 and $7,689 for the nine months ended September 30, 2021 and 2020, respectively. We had reserves for uncollectible rents of $16,434 and $18,230 as of September 30, 2021 and December 31, 2020, respectively, included in other assets in our condensed consolidated balance sheets.

TA leases. TA is our largest tenant, leasing 26.7% of our gross carrying value of real estate properties as of September 30, 2021. We lease to TA a total of 179 travel centers under five leases that expire between 2029 and 2035, subject to TA’s right to extend those leases, and require annual minimum rents of $246,111 as of September 30, 2021. In addition, TA is required to pay us previously deferred rent obligations in quarterly installments of $4,404 through January 31, 2023. TA paid $4,404 and $13,212 of deferred rent to us for the three and nine months ended September 30, 2021 and 2020, respectively. The remaining balance of previously deferred rents was $26,420 and $39,632 as of September 30, 2021 and December 31, 2020, respectively.
We recognized rental income from TA of $62,116 and $61,528 for the three months ended September 30, 2021 and 2020, respectively, and $186,357 and $184,583 for the nine months ended September 30, 2021 and 2020, respectively. Rental income was reduced by $3,267 and $3,250 for the three months ended September 30, 2021 and 2020, respectively, and $9,789 and $9,834 for the nine months ended September 30, 2021 and 2020, respectively, to record the deferred rent obligations under our TA leases and the estimated future payments to us by TA for the cost of removing underground storage tanks on a straight-line basis. As of September 30, 2021 and December 31, 2020, we had receivables for current rent amounts owed to us by TA and straight-line rent adjustments of $46,660 and $55,530, respectively. These amounts are included in due from related persons in our condensed consolidated balance sheets.
In addition to the rental income that we recognized during the three months ended September 30, 2021 and 2020 as described above, our TA leases require TA to pay us percentage rent based upon increases in certain sales. We determine percentage rent due under our TA leases annually and recognize any resulting amount as rental income when all contingencies are met. We had aggregate deferred percentage rent under our TA leases of $1,849 and $893 for the three months ended September 30, 2021 and 2020, respectively, and $4,827 and $1,742 for the nine months ended September 30, 2021 and 2020, respectively.
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. Under our TA leases, TA may request that we fund capital improvements in return for increases in TA’s annual minimum rent equal to 8.5% of the amounts funded. We did not fund any capital improvements to our properties that we leased to TA during each of the three and nine months ended September 30, 2021 or 2020.
See Note 9 for further information regarding our relationship with TA.
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 $36,608 and $34,574 for the three months ended September 30, 2021 and 2020, respectively, which included $2,361 and $5,620, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight-line basis and $99,594 and $106,804 for the nine months ended September 30, 2021 and 2020, respectively, which included $6,702 and $11,433, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight-line basis.
Note 6. Indebtedness
Our principal debt obligations at September 30, 2021 were: (1) $1,000,000 of outstanding borrowings under our $1,000,000 revolving credit facility; and (2) $6,200,000 aggregate outstanding principal amount of senior unsecured notes. Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders.
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Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

The maturity date of our revolving credit facility is July 15, 2022, and, subject to the payment of an extension fee and meeting certain other conditions noted below, we have an option to extend the maturity date of the facility for two additional six-month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was 235 basis points per annum, subject to a LIBOR floor of 0.50%, as of September 30, 2021. We also pay a facility fee, which was 30 basis points per annum at September 30, 2021, on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of September 30, 2021, the annual interest rate payable on borrowings under our revolving credit facility was 2.85%. The weighted average annual interest rate for borrowings under our revolving credit facility was 2.85% and 2.55% for the three months ended September 30, 2021 and 2020, respectively, and 2.85% and 2.38% for the nine months ended September 30, 2021 and 2020, respectively. As of each of September 30, 2021 and November 3, 2021, our $1,000,000 revolving credit facility was fully drawn.
We and our lenders amended our credit agreement governing our $1,000,000 revolving credit facility in 2020. Among other things, the amendments waived all of the then existing financial covenants through the end of the agreement term, or July 15, 2022, or the Waiver Period. As a result of the amendments, among other things:
•we pledged certain equity interests of subsidiaries owning properties and provided first mortgage liens on 74 properties owned by the pledged subsidiaries with an undepreciated book value of $1,834,420 as of September 30, 2021 to secure our obligations under the credit agreement;

•we have the ability to fund up to $250,000 of capital expenditures per year and up to $50,000 of certain other investments per year as defined in the credit agreement;

•we agreed to certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions);

•we agreed to maintain minimum liquidity of $125,000;

•we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions and debt refinancings to repay outstanding amounts under the credit agreement, and then to other debt maturities;

•in order to exercise the first six month extension option under the credit agreement, we would need to be in compliance with the financial covenants under the agreement calculated using pro forma projections as defined in the agreement for the quarter ending June 30, 2022, annualized, and have repaid or refinanced our $500,000 of 5.00% senior notes due in August 2022; and

•we may not, during the Waiver Period and until we demonstrate compliance with certain covenants, utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances.

Our credit agreement and our 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 The RMR Group LLC, or RMR LLC, ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements 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. As of September 30, 2021, we were not in compliance with one of our debt covenants necessary to incur additional debt, and as a result, we will not be able to incur additional debt until we meet the required covenant level.

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Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

Note 7. Shareholders' Equity
Distributions
During the three months ended September 30, 2021, we declared and paid regular quarterly distributions to common shareholders as follows:
Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions
January 14, 2021 January 25, 2021 February 18, 2021 $ 0.01  $ 1,648 
April 15, 2021 April 26, 2021 May 20, 2021 0.01  1,648 
July 15, 2021 July 26, 2021 August 19, 2021 0.01  1,648 
$ 0.03  $ 4,944 
On October 14, 2021, we declared a regular quarterly distribution to common shareholders of record as of October 25, 2021 of $0.01 per share, or $1,651. We expect to pay this amount on or about November 18, 2021.
Common Share Awards
On June 16, 2021, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 7,000 of our common shares, valued at $13.94 per common share, the closing price of our common shares on The Nasdaq Stock Market, or Nasdaq, on that day.
On September 15, 2021, we awarded under our equity compensation plan an aggregate of 291,700 of our common shares, valued at $10.82 per common share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other current and former officers and employees of RMR LLC.
Common Share Purchases
During the nine months ended September 30, 2021, we purchased an aggregate of 70,795 of our common shares valued at a weighted average share price of $11.10 per share, from our officers and certain other current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.
Note 8. Business and Property Management Agreements with RMR LLC
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC 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, excluding properties leased to TA, the office building component of one of our hotels and to major renovation or repositioning activities at our hotels.
We recognized net business management fees payable to RMR LLC of $10,794 and $8,641 for the three months ended September 30, 2021 and 2020, respectively, and $31,836 and $27,613 for the nine months ended September 30, 2021 and 2020, respectively. Based on our common share total return, as defined in our business management agreement, as of each of September 30, 2021 and 2020, no incentive fees are included in the net business management fees we recognized for the three or nine months ended September 30, 2021 or 2020. The actual amount of annual incentive fees for 2021, 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, 2021, and will be payable in January 2022. We did not incur an incentive fee payable to RMR LLC for the year ended December 31, 2020. We include business management fee amounts in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).
We and RMR LLC amended our business management agreement effective August 1, 2021 to replace the benchmark index used in the calculation of incentive management fees. Pursuant to the amendment, for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Hotel & Resort REIT Index will replace the discontinued SNL U.S. REIT Hotel Index and be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC. For periods prior to August 1, 2021, the SNL U.S. REIT Hotel Index will continue to be used. Accordingly, the
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

calculation of incentive management fees for the next three measurement periods will continue to use the SNL U.S. REIT Hotel Index in calculating the benchmark returns for periods through July 31, 2021. This change of index was due to S&P Global, Inc. ceasing to publish the SNL U.S. REIT Hotel Index.
We recognized property management and construction supervision fees payable to RMR LLC of $1,384 and $781 for the three months ended September 30, 2021 and 2020, respectively, and $3,267 and $2,722 for the nine months ended September 30, 2021 and 2020, respectively. Of those amounts, for the three months ended September 30, 2021 and 2020, $1,002 and $781, respectively, of property management fees were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $382 of construction and supervision fees were capitalized for the three months ended September 30, 2021. For the nine months ended September 30, 2021 and 2020, $2,683 and $2,710, respectively, of property management fees were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $584 and $12, respectively, of construction and supervision fees were capitalized. The amounts capitalized are included in building, improvements and equipment in our condensed consolidated balance sheets and are being depreciated over the estimated useful lives of the related capital assets.
We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC employees assigned to work exclusively or partly at our net lease properties, our share of the wages, benefits and other related costs of RMR LLC's centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function, and as otherwise agreed. We reimbursed RMR LLC $679 and $258 for these expenses and costs for the three months ended September 30, 2021 and 2020, respectively, and $2,016 and $525 for the nine months ended September 30, 2021 and 2020, respectively. We included these amounts in other operating expenses and selling, general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

On June 22, 2021, we and RMR LLC amended our property management agreement to, among other things, provide for RMR LLC's oversight of any major capital projects and repositioning activities at our hotels, including our hotels that are managed by Sonesta, as we may request from time to time. RMR LLC will receive the same fee previously paid to Sonesta for these services, which is equal to 3% of the cost of any such major capital project or repositioning activity.

Note 9. Related Person Transactions
We have relationships and historical and continuing transactions with TA, Sonesta, RMR LLC, The RMR Group, Inc., or RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned operating subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. John G. Murray, our other Managing Trustee and our President and Chief Executive Officer also serves as an officer and employee of RMR LLC. In addition, each of our other officers serves as an officer of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as chair of the boards of trustees or boards of directors and as a managing trustee or managing director of those companies. Other officers of RMR LLC, including Mr. Murray and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies.
See Note 7 for information relating to the annual share awards we made in September 2021 to our officers and certain other employees of RMR LLC and common shares we purchased from our officers and certain other current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares to them. We include amounts recognized as expense for share awards to RMR LLC employees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

TA. We lease 179 of our travel centers to TA under our TA leases. As of September 30, 2021, we owned 1,184,797 shares of TA common stock, representing approximately 8.1% of TA’s outstanding shares of common stock. RMR LLC provides management services to both us and TA, and Adam D. Portnoy, also serves as the chair of the board of directors and as a managing director of TA and, as of September 30, 2021, beneficially owned 658,506 shares of TA common stock (including through RMR LLC), representing approximately 4.5% of TA’s outstanding shares of common stock. See Note 5 for further information regarding our relationships, agreements and transactions with TA and Note 12 for further information regarding our investment in TA.

Sonesta. Sonesta is a private company. One of our Managing Trustees, Mr. Portnoy, is the controlling shareholder and a director of Sonesta. One of Sonesta’s other directors is our other Managing Trustee, President and Chief Executive Officer and Sonesta’s other director serves as RMR LLC’s and RMR Inc.’s executive vice president, general counsel and secretary, as a managing director of RMR Inc. and as our Secretary. Sonesta’s chief executive officer and chief financial officer are officers of RMR LLC. Certain other officers and employees of Sonesta are former employees of RMR LLC. RMR LLC also provides certain services to Sonesta. As of September 30, 2021, we owned approximately 34% of Sonesta which managed 261 of our hotels. See Note 5 for further information regarding our relationships, agreements and transactions with Sonesta.
Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 8 for further information regarding our management agreements with RMR LLC.

For further information about these and certain other such relationships and certain other related person transactions, refer to our 2020 Annual Report.

Note 10. 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 includes the income tax provision 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 September 30, 2021, we recognized an income tax benefit of $55, which includes $139 of foreign taxes and $194 of state tax benefit. During the three months ended September 30, 2020, we recognized an income tax benefit of $296, which includes $123 of foreign tax benefit and $173 of state tax benefit. During the nine months ended September 30, 2021, we recognized income tax expense of $1,009, which includes $309 of foreign taxes and $699 of state taxes. During the nine months ended September 30, 2020, we recognized income tax expense of $16,706 which includes $379 of foreign taxes, $677 of state taxes and a $15,650 deferred tax liability recorded as a result of the book value to tax basis difference related to the accounting of an insurance settlement at one of our hotels.
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Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

Note 11. Segment Information
We aggregate our hotels and net lease portfolio into two reportable segments, hotel investments and net lease investments, based on their similar operating and economic characteristics.
For the Three Months Ended September 30, 2021
Hotels Net Lease Corporate Consolidated
Revenues:        
Hotel operating revenues $ 338,375  $ —  $ —  $ 338,375 
Rental income —  98,724  —  98,724 
Total revenues 338,375  98,724  —  437,099 
Expenses:        
Hotel operating expenses  285,233  —  —  285,233 
Other operating expenses —  4,437  —  4,437 
Depreciation and amortization  66,065  58,098  —  124,163 
General and administrative  —  —  14,231  14,231 
Transaction related costs —  —  3,149  3,149 
Loss on asset impairment —  —  —  — 
Total expenses  351,298  62,535  17,380  431,213 
Gain on sale of real estate, net —  94  —  94 
Unrealized gain on equity securities, net —  —  24,348  24,348 
Interest income  —  —  203  203 
Interest expense  —  —  (92,458) (92,458)
Income (loss) before income taxes and equity in earnings of an investee
(12,923) 36,283  (85,287) (61,927)
Income tax benefit —  —  55  55 
Equity in earnings of an investee  2,158  —  —  2,158 
Net income (loss) $ (10,765) $ 36,283  $ (85,232) $ (59,714)
  For the Nine Months Ended September 30, 2021
Hotels Net Lease Corporate Consolidated
Revenues:        
Hotel operating revenues  $ 787,463  $ —  $ —  $ 787,463 
Rental income 700  286,042  —  286,742 
Total revenues  788,163  286,042  —  1,074,205 
Expenses:        
Hotel operating expenses  723,769  —  —  723,769 
Other operating expenses —  11,758  11,758 
Depreciation and amortization  200,772  169,436  —  370,208 
General and administrative  (276) 1,008  40,108  40,840 
Transaction related costs 23,159  —  5,775  28,934 
Loss on asset impairment —  2,110  —  2,110 
Total expenses  947,424  184,312  45,883  1,177,619 
Gain on sale of real estate, net 10,813  121  —  10,934 
Unrealized gain on equity securities, net —  —  20,367  20,367 
Interest income  —  —  485  485 
Interest expense  —  —  (273,227) (273,227)
Income (loss) before income taxes and equity in losses of an investee (148,448) 101,851  (298,258) (344,855)
Income tax expense  —  —  (1,009) (1,009)
Equity in earnings of an investee  50  —  —  50 
Net income (loss) $ (148,398) $ 101,851  $ (299,267) $ (345,814)
  As of September 30, 2021
Hotels Net Lease Corporate Consolidated
Total assets $ 4,609,248  $ 3,605,271  $ 1,120,312  $ 9,334,831 
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SERVICE PROPERTIES TRUST
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

  For the Three Months Ended September 30, 2020
Hotels Net Lease Corporate Consolidated
Revenues:        
Hotel operating revenues  $ 199,719  $ —  $ —  $ 199,719 
Rental income 674  96,102  —  96,776 
Total revenues  200,393  96,102  —  296,495 
Expenses:        
Hotel operating expenses  174,801  —  —  174,801 
Other operating expenses —  3,705  —  3,705 
Depreciation and amortization  64,517  57,687  —  122,204 
General and administrative  —  —  12,295  12,295 
Loss on asset impairment 262  9,986  —  10,248 
Total expenses  239,580  71,378  12,295  323,253 
Loss on sale of real estate, net —  109  —  109 
Unrealized gain on equity securities, net —  —  5,606  5,606 
Interest income  6  —  —  6 
Interest expense  —  —  (80,532) (80,532)
Income (loss) before income taxes and equity in losses of an investee (39,181) 24,833  (87,221) (101,569)
Income tax benefit —  —  296  296 
Equity in losses of an investee  —  —  (1,369) (1,369)
Net income (loss) $ (39,181) $ 24,833  $ (88,294) $ (102,642)
  For the Nine Months Ended September 30, 2020
Hotels Net Lease Corporate Consolidated
Revenues:        
Hotel operating revenues  $ 700,578  $ —  $ —  $ 700,578 
Rental income 3,246  291,387  —  294,633 
Total revenues  703,824  291,387  —  995,211 
Expenses:        
Hotel operating expenses  492,906  —  —  492,906 
Other operating expenses —  11,029  —  11,029 
Depreciation and amortization  199,955  177,602  —  377,557 
General and administrative  —  —  37,621  37,621 
Loss on asset impairment 22,622  32,880  —  55,502 
Total expenses  715,483  221,511  37,621  974,615 
Loss on sale of real estate, net —  (9,655) —  (9,655)
Gain on insurance settlement 62,386  —  —  62,386 
Unrealized gain on equity securities, net —  —  4,409  4,409 
Interest income  168  —  115  283 
Interest expense  —  —  (223,679) (223,679)
Loss on early extinguishment of debt
—  —  (6,970) (6,970)
Income (loss) before income taxes and equity in losses of an investee 50,895  60,221  (263,746) (152,630)
Income tax expense —  —  (16,706) (16,706)
Equity in losses of an investee  —  —  (4,305) (4,305)
Net income (loss) $ 50,895  $ 60,221  $ (284,757) $ (173,641)
  As of December 31, 2020
Hotels Net Lease Corporate Consolidated
Total assets $ 4,846,410  $ 3,721,418  $ 119,491  ` $ 8,687,319 
Note 12. Fair Value of Assets and Liabilities
The table below presents certain of our assets carried at fair value at September 30, 2021, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.

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Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except share data)
(Unaudited)

September 30, 2021 December 31, 2020
Carrying Value Fair Value Carrying Value Fair Value
Recurring Fair Value Measurement Assets:
Investment in TA (Level 1) (1)
$ 58,991  $ 58,991  $ 38,624  $ 38,624 
Non-Recurring Fair Value Measurement Assets:
Assets of properties held for sale (Level 2) (2)
$ 3,690  $ 3,690  $ 13,543  $ 13,543 

(1)As of September 30, 2021 and December 31, 2020, we owned 1,184,797 shares of TA common stock, which are included in other assets in our condensed consolidated balance sheets and reported at fair value based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares was $24,418 as of both September 30, 2021 and December 31, 2020. We recorded unrealized gains of $24,348 and $5,606 during the three months ended September 30, 2021 and 2020, respectively, and unrealized gains of $20,367 and $4,909 during the nine months ended September 30, 2021 and 2020, respectively, to adjust the carrying value of our investment in shares of TA common stock to its fair value.

(2)As of September 30, 2021, we owned six net lease properties located in five states with an aggregate carrying value of $3,690 classified as held for sale. These properties are recorded at their estimated fair value less costs to sell based on information derived from offers received from prospective buyers of the properties (Level 2 inputs as defined in the fair value hierarchy under GAAP). We recorded a $2,110 loss on asset impairment during the nine months ended September 30, 2021 to reduce the carrying value of five of these properties to their estimated fair value less costs to sell. As of December 31, 2020, we owned five hotels in four states with an aggregate carrying value of $10,699 and six net lease properties located in six states with an aggregate carrying value of $2,844 classified as held for sale.

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 and senior notes. At September 30, 2021 and December 31, 2020, the fair values of these additional 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:
September 30, 2021 December 31, 2020
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Senior Unsecured Notes, due 2022 at 5.00%
$ 498,941  $ 504,458  $ 498,032  $ 510,285 
Senior Unsecured Notes, due 2023 at 4.50%
499,720  511,435  499,596  505,280 
Senior Unsecured Notes, due 2024 at 4.65%
349,004  355,541  348,700  347,893 
Senior Unsecured Notes, due 2024 at 4.35%
820,649  840,362  819,546  819,328 
Senior Unsecured Notes, due 2025 at 4.50%
347,634  350,656  347,118  346,462 
Senior Unsecured Notes, due 2025 at 7.50%
790,757  900,748  789,006  926,404 
Senior Unsecured Notes, due 2026 at 5.25%
345,059  353,668  344,212  354,996 
Senior Unsecured Notes, due 2026 at 4.75%
446,973  449,460  446,515  448,506 
Senior Unsecured Notes, due 2027 at 4.95%
395,971  399,028  395,405  404,328 
Senior Unsecured Notes, due 2027 at 5.50%
443,109  479,815  442,370  491,918 
Senior Unsecured Notes, due 2028 at 3.95%
392,770  379,540  391,908  388,146 
Senior Unsecured Notes, due 2029 at 4.95%
418,697  417,163  418,102  430,064 
Senior Unsecured Notes, due 2030 at 4.375%
390,503  382,550  389,656  388,292 
Total financial liabilities $ 6,139,787  $ 6,324,424  $ 6,130,166  $ 6,361,902 
(1)Carrying value includes unamortized discounts and premiums and issuance costs.
At September 30, 2021 and December 31, 2020, 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).
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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 2020 Annual Report.
Overview (dollar amounts in thousands, except share amounts and per-room hotel data)
We are a REIT organized under the laws of the State of Maryland. As of September 30, 2021, we owned 1,098 properties in 47 states, the District of Columbia, Canada and Puerto Rico.
Business Environment and Outlook. Since March 2020, the lodging industry and other industries in which our managers and tenants operate have been adversely impacted by the COVID-19 global pandemic, along with federal, state and local government mandates intended to contain and mitigate the spread of COVID-19 and market reactions to the pandemic. The effects of COVID-19 continue to have a significant negative impact on our results of operations, financial position and cash flow. Although lodging demand improved during the three and nine months ended September 30, 2021 when compared to 2020 levels, we cannot predict with certainty when business levels may return to historical pre-pandemic levels. We currently expect that the recovery with respect to business transient and group business will be gradual and likely inconsistent. We also currently expect the recovery of the U.S. hospitality industry to be a multi-year process and to remain uneven. In addition, consumer confidence and lodging demand will continue to be affected by unemployment, perceptions of the safety of returning to normal activities, the continued use of video conferencing technologies rather than in person meetings and broader macroeconomic trends. We are closely monitoring the impacts of the COVID-19 pandemic on all aspects of our business, specifically, but not limited to, labor availability and cost pressures from supply chain disruptions and commodity price inflation in our hotel portfolio. For more information and risks relating to the COVID-19 pandemic on us and our business, see Part I, Item 1, “Business—Impact of COVID-19” and Part I, Item 1A, “Risk Factors”, of our 2020 Annual Report. Our manager, RMR LLC, has taken various actions in response to the COVID-19 pandemic to address its operating and financial impact on us. In addition, we are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. For more information regarding these actions and monitoring activities, see our 2020 Annual Report.
Management agreements and leases. At September 30, 2021, we owned 304 hotels operated under six agreements. We leased these hotels to our wholly owned TRSs that are managed by hotel operating companies. We own 794 service-oriented properties with 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 from our managed hotels and rental income and other operating expenses from our leased hotels and net lease properties.
In February and March 2021, we transitioned the branding and management of 88 hotels to Sonesta from Marriott, in June 2021, we transitioned the branding and management of five hotels to Sonesta from Hyatt and on November 1, 2021, we transitioned the branding and management of one hotel to Sonesta from Radisson. For further information regarding these transitions, see Note 5 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
On June 7, 2021, we and Hyatt amended our Hyatt agreement. Under our amended Hyatt agreement, Hyatt will continue to manage 17 of the 22 hotels we own for a 10-year term effective April 1, 2021. For further information regarding our amended Hyatt agreement, see Note 5 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
On November 1, 2021, we and Radisson amended our Radisson agreement. Under our amended Radisson agreement, Radisson will continue to manage eight of the nine hotels we own for a 10-year term effective August 1, 2021. For further information regarding our amended Radisson agreement, see Note 5 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Hotel Portfolio. As of September 30, 2021, we owned 304 hotels. In the three and nine months ended September 30, 2021, the U.S. hotel industry generally realized increases in average daily rate, or ADR, revenue per available room, or RevPAR, and occupancy compared to the corresponding 2020 periods. During the quarter ended September 30, 2021, our hotel portfolio produced aggregate quarter over quarter increases in ADR, RevPAR and occupancy. The following table provides a summary for all our hotels of these revenue metrics for the periods presented which we believe are key indicators of performance at our hotels.
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Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 Change 2021 2020 Change
All Hotels
No. of hotels 304  329  (25) 304  329  (25)
No. of rooms or suites 48,439  51,404  (2,965) 48,439  51,404  (2,965)
Occupancy 60.1  % 43.6  % 16.5   pts 52.2  % 42.7  % 9.5   pts
ADR $ 114.55  $ 89.88  27.4  % $ 102.84  $ 103.30  (0.4) %
RevPAR $ 68.84  $ 39.19  75.7  % $ 53.68  $ 44.11  21.7  %
Comparable hotels data. We present RevPAR, ADR and occupancy for the periods presented on a comparable basis to facilitate comparisons between periods. We generally define comparable hotels as those that were owned by us and were open and operating for the entire periods being compared. For the three months ended September 30, 2021 and 2020, our comparable results exclude 12 hotels that had suspended operations during part of the periods presented. For the nine months ended September 30, 2021 and 2020, SVC’s comparable results exclude 22 hotels that had suspended operations during part of the periods presented. The following table provides a summary of these revenue metrics for the periods presented.
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 Change 2021 2020 Change
Comparable Hotels
No. of hotels 292  292  —  282  282  — 
No. of rooms or suites 45,020  45,020  —  42,292  42,292  — 
Occupancy 60.9  % 45.5  % 15.4   pts 53.5  % 44.9  % 8.6   pts
ADR $ 111.18  $ 90.87  22.4  % $ 95.50  $ 100.17  (4.7) %
RevPAR $ 67.71  $ 41.35  63.7  % $ 51.09  $ 44.98  13.6  %
We believe these results are primarily due to the improved lodging fundamentals in the current year periods and disruption and displacement at certain of our hotels as a result of the COVID-19 pandemic that negatively affected results in the prior year periods.
Net Lease Portfolio. As of September 30, 2021, we owned 794 service-focused retail net lease properties with 13,574,656 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 rent of $370,945. Our net lease portfolio was 98.2% occupied as of September 30, 2021 with a weighted (by annual minimum rent) lease term of 10.3 years, operating under 134 brands in 21 distinct industries. TA is our largest tenant. As of September 30, 2021, we leased 179 travel centers to TA under five master leases that expire between 2029 and 2035 and require annual minimum rents of $246,111.
Additional details of our hotel operating agreements and our net lease agreements are set forth in Notes 5 and 9 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and in the tables and notes thereto below.
Acquisitions and Dispositions. In March 2021, we acquired a land parcel adjacent to a property we own in Nashville, TN for a purchase price of $7,709, including acquisition related costs.
During the nine months ended September 30, 2021, we sold six hotels with 576 rooms for $32,016, excluding closing costs, and five net lease properties with 44,680 square feet for $2,705, excluding closing costs. In October 2021, we sold one net lease property with 7,070 rentable square feet for a sales price of $915, excluding closing costs.
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Results of Operations (dollar amounts in thousands, except share amounts)
Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020
For the Three Months Ended September 30,
    Increase % Increase
2021 2020 (Decrease) (Decrease)
Revenues:        
Hotel operating revenues $ 338,375  $ 199,719  $ 138,656  69.4  %
Rental income - hotels —  674  (674) (100.0) %
Rental income - net lease 98,724  96,102  2,622  2.7  %
Total revenues 437,099  296,495  140,604  47.4  %
Expenses:        
Hotel operating expenses 285,233  174,801  110,432  63.2  %
Other operating expenses 4,437  3,705  732  19.8  %
Depreciation and amortization - hotels 66,065  64,517  1,548  2.4  %
Depreciation and amortization - net lease 58,098  57,687  411  0.7  %
Total depreciation and amortization 124,163  122,204  1,959  1.6  %
General and administrative 14,231  12,295  1,936  15.7  %
Transaction related costs 3,149  —  3,149  n/m
Loss on asset impairment —  10,248  (10,248) (100.0) %
Total expenses 431,213  323,253  107,960  33.4  %
Other operating income:
Gain on sale of real estate, net 94  109  (15) (13.8) %
Unrealized gain on equity securities, net 24,348  5,606  18,742  334.3  %
Interest income 203  6  197  3,283.3  %
Interest expense (92,458) (80,532) (11,926) 14.8  %
Loss before income taxes and equity in earnings (losses) of an investee (61,927) (101,569) 39,642  (39.0) %
Income tax benefit 55  296  (241) (81.4) %
Equity in earnings (losses) of an investee 2,158  (1,369) 3,527  (257.6) %
Net loss $ (59,714) $ (102,642) $ 42,928  41.8  %
Weighted average shares outstanding (basic and diluted) 164,590  164,435  155  0.1  %
Net loss per common share (basic and diluted) $ (0.36) $ (0.62) $ 0.26  (41.9) %
References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended September 30, 2021, compared to the three months ended September 30, 2020.
Hotel operating revenues. The increase in hotel operating revenues is primarily as a result of higher occupancies and average rates at certain of our hotels in the 2021 period and the negative impact the COVID-19 pandemic had on our hotels in the 2020 period ($146,353), partially offset by the sale of certain hotels since July 1, 2020 ($7,697). Additional operating statistics of our hotels are included in the table on page 23.
Rental income - hotels. The decrease in rental income – hotels is primarily the result of the conversion of one hotel from a leased to managed property during 2020.
Rental income - net lease. The increase in rental income - net lease is primarily the result of the reduction of reserves for uncollectible amounts in the 2021 period as compared to an increase in reserves for uncollectible amounts in the 2020 period ($7,743), partially offset by certain vacancies and lease restructurings ($3,610).
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Hotel operating expenses. The increase in hotel operating expenses is primarily a result of an increase in occupancy at certain managed hotels ($36,343), an increase in wages and benefits ($31,901), an increase in utilities and management fees ($14,957) and a decrease in the amount of guaranty and security deposit utilization under certain of our hotel management agreements ($30,474), partially offset by the sale of certain hotels since July 1, 2020 ($3,243).
Other operating expenses. The increase in other operating expenses is primarily the result of higher carrying costs at vacant properties.
Depreciation and amortization - hotels. The increase in depreciation and amortization - hotels is a result an increase in depreciation expense from capital improvements made since July 1, 2020 ($2,429), partially offset by the sale of certain hotels and certain of our depreciable assets becoming fully depreciated since July 1, 2020 ($881).
Depreciation and amortization - net lease. The increase in depreciation and amortization - net lease is primarily the result of an increase in depreciation expense from capital improvements made since July 1, 2020 ($717), partially offset by the sale of certain net lease properties since July 1, 2020 and certain of our depreciable assets becoming fully depreciated since July 1, 2020 ($306).
General and administrative. The increase in general and administrative costs is primarily due to an increase in business management fees as a result of an increase in our market capitalization ($2,152), partially offset by a decrease in professional service expenses ($134) in the 2021 period.
Transaction related costs. Transaction related costs for the three months ended September 30, 2021 are primarily related to our arbitration proceedings with Marriott.
Loss on asset impairment. We recorded a $10,248 loss on asset impairment during the three months ended September 30, 2020 to reduce the carrying value of one hotel and two net lease properties to their estimated fair value less costs to sell.
Gain on sale of real estate, net. We recorded a $94 net gain on sale of real estate during the three months ended September 30, 2021 in connection with the sale of two net lease properties and a $109 net gain on sale of real estate during the three months ended September 30, 2020 in connection with the sales of five net lease properties.
Unrealized gain on equity securities, net. Unrealized gain on equity securities, net represents the adjustment required to adjust the carrying value of our investment in shares of TA common stock to its fair value as of September 30, 2021 and 2020.
Interest income. The increase in interest income is due to higher average cash balances during the 2021 period.
Interest expense. The increase in interest expense is due to higher average outstanding borrowings and a higher weighted average interest rate in the 2021 period.
Income tax benefit. The decrease in income tax benefit is primarily due to a decrease in our net state tax benefit during the 2021 period, partially offset by foreign sourced income tax expense.
Equity in earnings (losses) of an investee. Equity in earnings (losses) of an investee represents our proportionate share of the earnings and losses of Sonesta.
Net loss. Our net loss and net loss per common share (basic and diluted) each decreased in the 2021 period compared to the 2020 period primarily due to the revenue and expense changes discussed above.
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Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020
For the Nine Months Ended September 30,
    Increase % Increase
2021 2020 (Decrease) (Decrease)
Revenues:        
Hotel operating revenues $ 787,463  $ 700,578  $ 86,885  12.4  %
Rental income - hotels 700  3,246  (2,546) (78.4) %
Rental income - net lease portfolio 286,042  291,387  (5,345) (1.8) %
Total revenues 1,074,205  995,211  78,994  7.9  %
Expenses:        
Hotel operating expenses 723,769  492,906  230,863  46.8  %
Other operating expenses 11,758  11,029  729  6.6  %
Depreciation and amortization - hotels 200,772  199,955  817  0.4  %
Depreciation and amortization - net lease portfolio 169,436  177,602  (8,166) (4.6) %
Total depreciation and amortization 370,208  377,557  (7,349) (1.9) %
General and administrative 40,840  37,621  3,219  8.6  %
Transaction related costs 28,934  —  28,934  n/m
Loss on asset impairment 2,110  55,502  (53,392) 96.2  %
Total expenses 1,177,619  974,615  203,004  20.8  %
Other operating income:
Gain (loss) on sale of real estate, net 10,934  (9,655) 20,589  213.2  %
Gain on insurance settlement —  62,386  (62,386) (100.0) %
Unrealized gain on equity securities, net 20,367  4,409  15,958  (361.9) %
Interest income 485  283  202  71.4  %
Interest expense (273,227) (223,679) (49,548) (22.2) %
Loss on early extinguishment of debt —  (6,970) 6,970  100.0  %
Income before income taxes and equity in losses of an investee (344,855) (152,630) (192,225) n/m
Income tax expense (1,009) (16,706) 15,697  n/m
Equity in earnings (losses) of an investee 50  (4,305) 4,355  n/m
Net loss $ (345,814) $ (173,641) $ (172,173) n/m
Weighted average shares outstanding (basic and diluted) 164,532  164,397  135  0.1  %
Net loss per common share (basic and diluted) $ (2.10) $ (1.06) $ (1.04) n/m
References to changes in the income and expense categories below relate to the comparison of consolidated results for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020.
Hotel operating revenues. The increase in hotel operating revenues is a result of higher occupancies and higher average rates at certain of our hotels in the 2021 period and the negative impact the COVID-19 pandemic had on our hotels in the 2020 period ($108,635), partially offset by the sale of certain of our hotels since January 1, 2020 ($21,751). Additional operating statistics of our hotels are included in the table on page 23.
Rental income - hotels. The decrease in rental income - hotels is primarily a result of the conversion of one hotel from a leased to managed property during 2020.
Rental income - net lease portfolio. The decrease in rental income - net lease is primarily the result of the sale of certain net lease properties since January 1, 2020 ($5,408) and the result of certain vacancies and lease restructurings ($4,996), partially offset by the net reduction of reserves for uncollectible amounts in the 2021 period ($5,019).
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Hotel operating expenses. The increase in hotel operating expenses is primarily the result of an increase in occupancy at certain managed hotels ($23,038), an increase in management fees ($22,994) and a decrease in the amount of guaranty and security deposit utilization under certain of our hotel management agreements ($206,436), partially offset by the sale of certain hotels since January 1, 2020 ($10,287) and a decrease in wages and benefits ($10,490).
Other operating expenses. The increase in other operating expenses is primarily the result of higher carrying costs at vacant properties.
Depreciation and amortization - hotels. The increase in depreciation and amortization - hotels is the result of an increase in depreciation expense from capital improvements made since January 1, 2020 ($4,640), partially offset by the sale of certain hotels and certain of our depreciable assets becoming fully depreciated since January 1, 2020 ($3,911).
Depreciation and amortization - net lease portfolio. The decrease in depreciation and amortization - net lease portfolio is a result of the depreciation and amortization of properties that were sold since January 1, 2020 ($3,220) and by certain of our depreciable assets becoming fully depreciated since January 1, 2020 ($4,946).
General and administrative. The increase in general and administrative costs is primarily due to higher business management fees as a result of an increase in our market capitalization ($2,070), partially offset by lower professional fees ($787) in the 2021 period.
Transaction related costs. Transaction related costs for the nine months ended September 30, 2021 included $19,971 of hotel manager transition related costs related to rebranding certain hotels, $5,263 of legal costs related to the arbitration proceedings with Marriott and $3,700 of working capital we previously funded under our Hyatt agreement as a result of the amount no longer being expected to be recoverable.
Loss on asset impairment. We recorded a $2,110 loss on asset impairment during the nine months ended September 30, 2021 to reduce the carrying value of five net lease properties to their estimated fair value less costs to sell. We recorded a $55,502 loss on asset impairment during the nine months ended September 30, 2020 to reduce the carrying value of 18 hotels and eight net lease properties to their estimated fair value.
Gain (loss) on sale of real estate, net. We recorded a $10,934 net gain on sale of real estate in the 2021 period in connection with the sales of six hotels and five net lease properties and a $9,655 net loss on sale of real estate in connection with the sales of 15 net lease properties during the nine months ended September 30, 2020.
Gain on insurance settlement. In the 2020 period we recorded a $62,386 gain on insurance settlement as a result of insurance proceeds received for our then leased hotel in San Juan, PR related to Hurricane Maria.
Unrealized gain on equity securities, net. Unrealized gain on equity securities, net represents the adjustment required to adjust the carrying value of our investment in shares of TA common stock to its fair value as of September 30, 2021 and 2020.
Interest income. The increase in interest income is due to higher average cash balances during the 2021 period.
Interest expense. The increase in interest expense is due to higher average outstanding borrowings and weighted average interest rates in the 2021 period.
Loss on early extinguishment of debt. Loss on early extinguishment of debt represents losses incurred in the 2020 period for our repurchase of certain unsecured senior notes.
Income tax expense. We recorded a $15,650 deferred tax liability as a result of the book value to tax basis difference related to the accounting of an insurance settlement in the 2020 period.
Equity in earnings (losses) of an investee. Equity in earnings (losses) of an investee represents our proportionate share of the earnings (losses) of Sonesta.
Net loss. Our net loss and net loss per common share (basic and diluted) each increased in the 2021 period compared to the 2020 period primarily due to the revenue and expense changes discussed above.
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Liquidity and Capital Resources (dollar amounts in thousands, except share amounts)
Our Managers and Tenants
As of September 30, 2021, all 304 of our hotels were managed by five hotel operating companies pursuant to six combination portfolio agreements. Our 794 net lease properties were leased to 175 tenants as of September 30, 2021. 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 that these parties themselves fund our minimum returns and rents, from their separate resources. As of September 30, 2021, our hotel managers included Sonesta (261 hotels), Hyatt (17 hotels), Radisson (nine hotels), Marriott (16 hotels) and IHG (one hotel). TA is our largest tenant (179 travel centers).
The COVID-19 pandemic has had a material and adverse effect on the lodging and service industries and on our hotel managers’ and tenants’ businesses, which may reduce their ability or willingness to pay us our minimum returns and rents, increase the likelihood they will default in paying us returns and rent and reduce the value of those properties. We continue to carefully monitor the effects of the COVID-19 pandemic and its impact on our operators and our other stakeholders.
As of January 1, 2021, Marriott managed 105 of our hotels under agreements we had terminated in 2020 for Marriott’s failure to pay the cumulative shortfall between the payments we had received and 80% of the cumulative priority returns due to us in accordance with the agreement. We transitioned the branding and management of 88 Marriott hotels to Sonesta in February 2021 and March 2021. We sold one Marriott hotel in April 2021. As of September 30, 2021, Marriott managed 16 of our hotels. For further information regarding this sale, see the Notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We are in arbitration proceedings with Marriott regarding, among other things, the timing and characterization of certain payments made to us, including Marriott’s assertion that we are required to refund $19,120 of minimum return advances made to us in 2020, and the validity of the timing of the termination of the Marriott agreements, including an exit hotel agreement which, if not terminated, would require us to sell the 16 hotels encumbered with a Marriott brand. We are also seeking repayment of certain working capital advances we made to Marriott during 2020. We have entered an agreement with Marriott regarding the 16 hotels noted above, pursuant to which we agreed to have these hotels remain Marriott branded hotels until the arbitration is resolved.
On June 7, 2021, we and Hyatt amended our Hyatt agreement. Under our amended Hyatt agreement, Hyatt will continue to manage 17 of the 22 hotels we own for a 10-year term effective April 1, 2021. Our amended Hyatt agreement sets our annual minimum return at $12,000, and Hyatt provided us with a new $30,000 limited guarantee for 75% of the aggregate annual minimum returns due to us beginning in 2023. Under our amended Hyatt agreement a management fee of 5% of gross room revenues payable to Hyatt will be an operating cost paid senior to our minimum return. Hyatt may also earn a 20% incentive management fee after payment of our annual minimum return and reimbursement of certain advances, if any. We agreed to fund approximately $50,000 of renovations that are expected to be completed by the end of 2022. We transitioned the branding and management of the remaining five hotels that Hyatt previously managed to Sonesta in June 2021.
On November 1, 2021, we and Radisson amended our Radisson agreement. Under our amended Radisson agreement, Radisson will continue to manage eight of the nine hotels we own for a 10-year term effective August 1, 2021. Our amended Radisson agreement sets our annual minimum return at $10,200 and Radisson has provided us with a new $22,000 limited guarantee for 75% of the aggregate annual minimum returns beginning in 2023. Under our amended Radisson agreement, a management fee of 5% of gross room revenues for each hotel operated under the Country Inn & Suites brand and a management fee of 3% of gross room revenues for each hotel managed under the Radisson Hotel brand payable to Radisson will be an operating cost paid senior to our minimum return. Radisson may also earn a 20% incentive management fee after payment of our annual minimum return and reimbursement of certain advances, if any. We also agreed to fund approximately $12,000 of renovations that are expected to be completed by the end of 2022. We transitioned the branding and management of the ninth hotel that Radisson previously managed to Sonesta on November 1, 2021.
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During the three months ended September 30, 2021, we entered into a rent deferral agreement for $2,852 of rent with one net lease tenant. We had $10,827 of deferred rents outstanding related to 15 tenants who represent approximately 2.9% of our annualized rental income of our net lease retail portfolio as of September 30, 2021. Generally, the rent deferrals we have entered into are payable by the tenants over a 12 to 24 month period. We may receive additional similar requests in the future, and we may determine to grant additional relief in the future, which may vary from the type of relief we have granted to date, and could include more substantial relief, if we determine it prudent or appropriate to do so. In addition, if any of our tenants are unable to continue as going concerns as a result of the COVID-19 pandemic and its impact on economic conditions or otherwise, we will experience a reduction in rents received and we may be unable to find suitable replacement tenants for an extended period or at all and the terms of our leases with those replacement tenants may not be as favorable to us as the terms of our agreements with our existing tenants. As a result of these uncertainties surrounding the COVID-19 pandemic and the duration and extent of the resulting economic conditions, we are unable to determine what the ultimate impact will be on our tenants and their ability and willingness to pay us rent and any additional impact this pandemic will have on our future cash flows. During the three months ended September 30, 2021 and 2020, we reduced our reserves for uncollectible amounts and increased rental income by $5,373 for the three months ended September 30, 2021 based on our assessment of collectibility and cash received from certain tenants. We recorded reserves for uncollectible amounts against rental income of $2,369 for the three months ended September 30, 2020, and $588 and $7,689 for the nine months ended September 30, 2021 and 2020, respectively. We had reserves for uncollectible rents of $16,434 and $18,230 as of September 30, 2021 and December 31, 2020, respectively, included in other assets in our condensed consolidated balance sheets.
We define net lease 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. EBITDAR amounts used to determine rent coverage are generally for the latest twelve month period reported based on the most recent operating information, if any, furnished by the tenant. Operating statements furnished by the tenant often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by us. Tenants that do not report operating information are excluded from the coverage calculations. In instances where we do not have financial information for our portion of the measurement period from our tenants, we have calculated an implied EBITDAR for the period using industry benchmark data to more accurately reflect the current operating trends. As a result, we believe using this industry benchmark data provides a more reasonable estimated representation of recent operating results and coverage for those tenants. Our net lease properties generated coverage of 2.37x and 2.12x as of September 30, 2021 and 2020, 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 minimum returns and rents from our hotels and net lease portfolio and borrowings under our revolving credit facility. We receive minimum 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 we have sufficient liquidity to withstand the current decline in operating cash flow, fund our capital expenditures, pay debt service obligations and make distributions to our shareholders for the next twelve months and for the foreseeable future thereafter. However, our managers and tenants may become further or increasingly unable or unwilling to pay minimum returns and rents to us when due as a result of current economic conditions and, as a result, our revenue, cash flow, and net income could decline. Under the challenging operating environment posed by the COVID-19 pandemic and the slowdown in U.S. economic activity and lodging demand beginning in March 2020, we have taken steps to preserve liquidity by drawing down the remaining capacity on our $1,000,000 revolving credit facility, maintaining our quarterly distribution to our shareholders at $0.01 per share, which we expect to continue at that rate for the foreseeable future, subject to applicable REIT tax requirements, by selectively making capital expenditures, and by continuing to work with our hotel operators to reduce hotel operating expenses. We intend to use available cash in the near term predominantly to fund any operating losses at our hotels, to pay corporate expenses, including debt service, fund capital expenditures, and to pay distributions to our shareholders. As of September 30, 2021, we were not in compliance with one of our debt covenants necessary to incur additional debt, and as a result, we will not be able to incur additional debt until we satisfy that covenant. We may access equity markets or seek other sources of capital if favorable conditions exist for us in order to enhance our liquidity, reduce debt and to fund cash needs.
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The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
Nine Months Ended September 30,
2021 2020
Cash and cash equivalents and restricted cash at the beginning of the period $ 91,456  81,259 
Net cash provided by (used in):
Operating activities 1,002  65,524 
Investing activities (87,352) (99,520)
Financing activities 909,083  38,714 
Cash and cash equivalents and restricted cash at the end of the period $ 914,189  $ 85,977 
The change from cash flows provided by operating activities in the 2020 period to cash flows used in operating activities in the 2021 period is primarily due to lower returns earned from our hotel portfolio and higher interest expense in the 2021 period. The decrease in cash flows used in investing activities in the 2021 period is primarily due to a decrease in hotel managers’ purchases with restricted cash and a decrease in real estate dispositions in the 2021 period, partially offset by an investment in Sonesta we made in the 2021 period and our receipt of a hotel manager’s deposit of insurance proceeds into restricted cash during the 2020 period. The increase in cash provided by financing activities for the 2021 period as compared to the prior year period is primarily due to a draw down of the remaining capacity on our $1,000,000 revolving credit facility, a decrease in net senior notes issuances and lower common share distributions compared to the 2020 period.
We maintain our qualification for taxation as a REIT under the IRC by meeting certain requirements. We lease 304 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
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 nine months ended September 30, 2021, our hotel managers and tenants deposited $2,861 to these accounts and spent $23,692 from the FF&E reserve escrow accounts to renovate and refurbish our hotels. As of September 30, 2021, there was $1,657 on deposit in these escrow accounts, which was held directly by us and is reflected in our condensed consolidated balance sheets as restricted cash. As a result of the COVID-19 pandemic and the adverse impact on the lodging industry and our properties, we and certain of our hotel operators agreed to temporarily suspend the required contribution to our FF&E reserves under certain of our agreements. As a result, less cash will be available to us to fund future capital improvements and we may be required to provide additional fundings that may have otherwise been available in escrowed FF&E reserves. Such fundings are unlikely to materially increase in the near term above what we currently expect, as reduced occupancies are resulting in less usage and less wear and tear of our properties.
Our hotel operating agreements generally provide that, if necessary, we may provide our managers and tenants 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 nine months ended September 30, 2021, we funded $72,432 for capital improvements in excess of FF&E reserves available to our hotels. We currently expect to fund $30,000 for capital improvements to certain hotels during the last three months of 2021 using cash on hand.
Our net lease portfolio leases do not require FF&E escrow deposits. However, tenants under these leases are required to maintain the leased properties, including structural and non-structural components. Tenants under certain of our net lease portfolio leases, including TA, may request that we purchase qualifying capital improvements to the leased facilities in return for minimum rent increases or we may agree to provide allowances for tenant improvements upon execution of new leases or when renewing our existing leases. We funded $786 of capital improvements to properties under these lease provisions during the nine months ended September 30, 2021. Tenants are not obligated to request and we are not obligated to purchase any such improvements. As of September 30, 2021, we had $4,610 of unspent leasing-related obligations related to certain net lease tenants.
In March 2021, we funded a $25,443 capital contribution to Sonesta related to its acquisition of Red Lion Hotels Corporation using cash on hand.
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In March 2021, we acquired a parcel of land adjacent to a property we own in Nashville, TN for a purchase price of $7,709 using cash on hand, including acquisition related costs of $109.
During the nine months ended September 30, 2021, we sold six hotels with an aggregate of 576 rooms for net proceeds of $31,214 in two separate transactions and we also sold five net lease properties with 44,680 square feet for net proceeds of $2,705. We used the net proceeds from these sales to repay amounts outstanding under our revolving credit facility and for general business purposes. In October 2021, we sold one net lease property with 7,070 rentable square feet for a sales price of $915, excluding closing costs.
We are currently marketing for sale 68 Sonesta branded hotels (46 extended stay hotels with 5,404 rooms or suites, 19 select service hotels with 2,461 rooms or suites and three full service hotels with 895 rooms or suites) located in 27 states with an aggregate net carrying value of $578,982 as of September 30, 2021. We expect these sales to be completed by the end of the first quarter of 2022. We also entered into agreements to sell four net lease properties with an aggregate of 14,630 square feet and an aggregate carrying value of $1,788 for an aggregate sales price of $2,275, excluding closing costs. We currently expect these sales to be completed by the end of the fourth quarter of 2021. We expect to use the net sales proceeds from these sales for general business purposes or to repay debt.
During the nine months ended September 30, 2021, we declared and paid regular quarterly distributions to common shareholders using cash on hand as follows:
Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions
January 14, 2021 January 25, 2021 February 18, 2021 $ 0.01  $ 1,648 
April 15, 2021 April 26, 2021 May 20, 2021 0.01  1,648 
July 15, 2021 July 26, 2021 August 19, 2021 0.01  1,648 
$ 0.03  $ 4,944 
On October 14, 2021, we declared a regular quarterly distribution to common shareholders of record on October 25, 2021 of $0.01 per share, or $1,651. We expect to pay this amount on or about November 18, 2021 using cash on hand.
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 $1,000,000 revolving credit facility which is governed by a credit agreement with a syndicate of institutional lenders. The maturity date of our revolving credit facility is July 15, 2022, and, subject to the payment of an extension fee and meeting certain other conditions as noted below, we have an option to extend the maturity date of this facility by two additional six-month periods. We are required to pay interest at the rate of LIBOR plus a premium, which was 235 basis points per annum, subject to a LIBOR floor of 0.50% at September 30, 2021, on the amount outstanding under our revolving credit facility. We also pay a facility fee on the total amount of lending commitments under our revolving credit facility, which was 30 basis points per annum at September 30, 2021. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. We can borrow, subject to meeting certain financial covenants, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. As of September 30, 2021, the annual interest rate payable on borrowings under our revolving credit facility was 2.85%. On January 19, 2021, we borrowed $972,793 under our revolving credit facility as a precautionary measure to preserve financial flexibility. As of September 30, 2021, we were fully drawn under our $1,000,000 revolving credit facility and remain fully drawn as of November 3, 2021.
We and our lenders amended our credit agreement governing our $1,000,000 revolving credit facility in 2020. Among other things, the amendments waived all of the then existing financial covenants through the Waiver Period. As a result of the amendments, among other things:
•we pledged certain equity interests of subsidiaries owning properties and provided first mortgage liens on 74 properties owned by certain of the pledged subsidiaries with an undepreciated book value of $1,834,420 as of September 30, 2021 to secure our obligations under the credit agreement;

•we have the ability to fund up to $250,000 of capital expenditures per year and up to $50,000 of certain other investments per year as defined in the credit agreement;

•we agreed to certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions);
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•we agreed to maintain minimum liquidity of $125,000;

•we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions and debt refinancings to repay outstanding amounts under the credit agreement, and then to other debt maturities;

•in order to exercise the first six month extension option under the credit agreement, we would need to be in compliance with the financial covenants under the agreement calculated using pro forma projections as defined in the agreement for the quarter ending June 30, 2022, annualized, and have repaid or refinanced our $500,000 senior notes due in August 2022; and

•we may not, during the Waiver Period and until we demonstrate compliance with certain covenants, utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances.

Our term debt maturities (other than our revolving credit facility) as of September 30, 2021 were as follows:
Year Maturity
2021 $ — 
2022 500,000 
2023 500,000 
2024 1,175,000 
2025 1,150,000 
2026 800,000 
2027 850,000 
2028 400,000 
2029 425,000 
2030 400,000 
$ 6,200,000 
None of our unsecured debt obligations require principal or sinking fund payments prior to their maturity dates.
We currently expect to use cash on hand, the cash flows from our operations, borrowings under our revolving credit facility (when available), net proceeds from any asset sales and net proceeds of offerings of equity or debt securities, as allowed by our existing credit agreement, to fund our operations, capital expenditures, 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 when permitted under our debt agreements, 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. Although we have not historically done so, 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. Also, as noted above, we are limited in our ability to incur additional debt pursuant to our debt agreements and are not permitted under our debt agreements to incur any debt while below the 1.5x debt service coverage ratio requirement under our public debt covenants as described below.
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Our ability to complete, and the costs associated with, future debt transactions depends 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 duration and severity of the COVID-19 pandemic and its impact on economic conditions 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 September 30, 2021 consisted of outstanding borrowings under our $1,000,000 revolving credit facility and $6,200,000 of publicly issued term debt. Our publicly issued term debt is 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 and our credit agreement currently restricts our ability to make certain investments and limits our distributions under certain circumstances. Our credit agreement and our 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 LLC ceasing to act as our business manager. As of September 30, 2021, we believe we were in compliance with all of the covenants under our indentures and their supplements and our credit agreement, subject to the waivers and except as noted above and below.
Senior Notes Indenture Covenants
The following table summarizes the results of the financial tests required by the indentures and related supplements for our senior unsecured notes as of September 30, 2021:
Actual Results Covenant Requirement
Total debt / adjusted total assets 55.5% Maximum of 60%
Secured debt / adjusted total assets 7.7% Maximum of 40%
Consolidated income available for debt service / debt service 1.06x Minimum of 1.50x
Total unencumbered assets / unsecured debt 179.5% Minimum 150%
The above consolidated income available for debt service to debt service ratio as of September 30, 2021 is based on results for the nine months ended September 30, 2021 and the fourth quarter of 2020. This ratio was 1.06x as of September 30, 2021, which was below the required level and was 1.00x as of June 30, 2021, 1.12x as of March 31, 2021 and 1.56x as of December 31, 2020. We are not permitted under our debt agreements to incur additional debt while we remain below the required covenant level.
Acceleration and Cross-Default
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. However, under our credit agreement, our highest senior debt rating is used to determine the fees and interest rates we pay. Accordingly, if that debt rating is downgraded, our interest expense and related costs under our revolving credit facility would increase.
Our public debt indentures and their supplements contain cross default provisions to any other debt of $20,000 or more ($50,000 or more in the case of our indenture entered into in February 2016 and its supplements). 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.
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Supplemental Guarantor Information
Our $800,000 of 7.50% unsecured senior notes due 2025, or the 2025 Notes, and our $450,000 of 5.50% unsecured senior notes due 2027, or the 2027 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. 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 $4,950,000 of senior unsecured notes do not have the benefit of any guarantees.
A subsidiary guarantor's guarantee of the 2025 Notes and 2027 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 Investors Service, or Moody’s, or BBB (or the equivalent) by Standard & Poor’s, 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 structurally subordinated to all indebtedness, guarantees 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:
As of September 30, 2021
As of December 31, 2020
Real estate properties, net(1)
$ 6,249,242  $ 5,871,790 
Intercompany balances(2)
687,319  800,198 
Other assets, net 1,675,530  677,408 
Indebtedness, net $ 7,139,787  $ 6,208,590 
Other liabilities 398,649  341,907 
Nine Months Ended
September 30, 2021
Revenues
$ 536,755 
Expenses
617,225 
Net income (loss)
(80,470)
(1)Real estate properties, net as of September 30, 2021 includes $303,962 of properties owned directly by us and not included in the assets of the subsidiary guarantors.
(2)Intercompany balances represent receivables from non-guarantor subsidiaries.
Management Agreements, Leases and Operating Statistics (dollar amounts in thousands, except hotel statistics)
As of September 30, 2021, we owned and managed a diverse portfolio of hotels and net lease properties across the United States and in Puerto Rico and Canada with 146 brands across 22 industries.
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Hotel Portfolio
The following tables summarize the operating statistics, including ADR, occupancy and RevPAR reported to us by our hotel managers or tenants by hotel brand for the periods indicated. All operating data presented are based upon the operating results provided by our hotel managers and tenants for the indicated periods. We have not independently verified our managers’ or tenants’ operating data.
Comparable Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Three months ended September 30, Three months ended September 30, Three months ended September 30,
Brand 2021 2020 Change 2021 2020 Change 2021 2020 Change
Sonesta (1)
Full Service 21 6,880  54.2  % 35.6  % 18.6 pts $ 143.06  $ 117.20  22.1  % $ 77.54  $ 41.72  85.8  %
Royal Sonesta (1)
Full Service 10  3,370  41.4  % 20.4  % 21.0 pts 196.83  138.21  42.4  % 81.49  28.19  189.0  %
Radisson Hotel Full Service 4  969  60.1  % 31.2  % 28.9 pts 114.25  91.24  25.2  % 68.66  28.47  141.2  %
Crowne Plaza Full Service 1  495  51.1  % 29.9  % 21.2 pts 123.47  92.88  32.9  % 63.09  27.77  127.2  %
Country Inn and Suites Full Service 3  430  62.4  % 29.1  % 33.3 pts 130.77  90.88  43.9  % 81.60  26.45  208.6  %
Radisson Blu Full Service 1  360  34.9  % 14.1  % 20.8 pts 124.30  92.30  34.7  % 43.38  13.01  233.3  %
Full Service Total/Average 40 12,504 50.8  % 30.1  % 20.7 pts 150.64  116.78  29.0  % 76.53  35.15  117.7  %
Sonesta Select (1)
Select Service 63 8,888  42.2  % 28.7  % 13.5 pts 112.78  94.11  19.8  % 47.59  27.01  76.2  %
Hyatt Place Select Service 17 2,107  66.7  % 47.1  % 19.6 pts 111.53  88.21  26.4  % 74.39  41.55  79.1  %
Courtyard Select Service 13  1,813  61.1  % 32.1  % 29.0 pts 114.08  87.58  30.3  % 69.70  28.11  147.9  %
Select Service Total/Average 93 12,808 48.9  % 32.2  % 16.7 pts 112.73  91.77  22.8  % 55.12  29.55  86.5  %
Sonesta ES Suites (1)
Extended Stay 91  11,326  73.5  % 60.0  % 13.5 pts 107.09  96.96  10.4  % 78.71  58.18  35.3  %
Sonesta Simply Suites (1)
Extended Stay 65  8,040  78.6  % 70.3  % 8.3 pts 73.84  65.38  12.9  % 58.04  45.96  26.3  %
Residence Inn Extended Stay 3  342  69.9  % 46.8  % 23.1 pts 118.37  102.45  15.5  % 82.74  47.95  72.6  %
Extended Stay Total/Average 159 19,708 75.4  % 64.0  % 11.4 pts 93.40  82.82  12.8  % 70.42  53.00  32.9  %
Comparable Hotels Total/Average 292  45,020  60.9  % 45.5  % 15.4 pts $ 111.18  $ 90.87  22.4  % $ 67.71  $ 41.35  63.7  %

Comparable Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Nine months ended September 30, Nine months ended September 30, Nine months ended September 30,
Brand 2021 2020 Change 2021 2020 Change 2021 2020 Change
Sonesta (1)
Full Service 18 6,110  45.2  % 38.0  % 7.2 pts $ 112.69  $ 120.44  (6.4) % $ 50.94  $ 45.77  11.3  %
Royal Sonesta (1)
Full Service 7  2,002  31.7  % 28.7  % 3.0 pts 159.52  152.79  4.4  % 50.57  43.85  15.3  %
Radisson Hotel Full Service 4  969  50.9  % 36.5  % 14.4 pts 104.19  106.76  (2.4) % 53.03  38.97  36.1  %
Crowne Plaza Full Service 1  495  46.6  % 28.9  % 17.7 pts 110.77  120.55  (8.1) % 51.62  34.84  48.2  %
Country Inn and Suites Full Service 1  84  51.7  % 44.1  % 7.6 pts 88.16  83.54  5.5  % 45.58  36.84  23.7  %
Radisson Blu Full Service 1  360  23.7  % 26.2  % (2.5)pts 110.09  112.06  (1.8) % 26.09  29.36  (11.1) %
Full Service Total/Average 32 10,020 42.4  % 35.2  % 7.2 pts 118.31  123.73  (4.4) % 50.16  43.55  15.2  %
Sonesta Select (1)
Select Service 63 8,888  35.7  % 31.2  % 4.5 pts 99.91  114.77  (12.9) % 35.67  35.81  (0.4) %
Hyatt Place Select Service 17 2,107  59.9  % 45.1  % 14.8 pts 99.56  96.61  3.1  % 59.64  43.57  36.9  %
Courtyard Select Service 13  1,813  50.6  % 29.4  % 21.2 pts 101.10  96.05  5.3  % 51.16  28.24  81.2  %
Select Service Total/Average 93 12,808 41.8  % 33.2  % 8.6 pts 100.03  108.38  (7.7) % 41.81  35.98  16.2  %
Sonesta ES Suites (1)
Extended Stay 91  11,326  66.1  % 53.2  % 12.9 pts 97.64  104.83  (6.9) % 64.54  55.77  15.7  %
Sonesta Simply Suites (1)
Extended Stay 63  7,796  69.0  % 64.5  % 4.5 pts 69.19  70.95  (2.5) % 47.74  45.76  4.3  %
Residence Inn Extended Stay 3  342  56.8  % 43.7  % 13.1 pts 109.29  105.99  3.1  % 62.08  46.32  34.0  %
Extended Stay Total/Average 157 19,464 67.1  % 57.5  % 9.6 pts 86.17  89.61  (3.8) % 57.82  51.53  12.2  %
Comparable Hotels Total/Average 282  42,292  53.5  % 44.9  % 8.6 pts $ 95.50  $ 100.17  (4.7) % $ 51.09  $ 44.98  13.6  %
*We generally define comparable hotels as those that were owned by us and were open and operating for the entire periods being compared. For the three months ended September 30, 2021 and 2020, our comparable results excluded 12 hotels that had suspended operations during part of the periods presented and for the nine months ended September 30, 2021 and 2020, our comparable results excluded 22 hotels that had suspended operations during part of the periods presented.
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All Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Three months ended September 30, Three months ended September 30, Three months ended September 30,
Brand 2021 2020 Change 2021 2020 Change 2021 2020 Change
Sonesta (1)
Full Service 25 8,040  52.8  % 30.8  % 22.0 Pts $ 142.31  $ 117.19  21.4  % $ 75.14  $ 36.09  108.2  %
Royal Sonesta (1)
Full Service 16  5,303  44.2  % 18.0  % 26.2 Pts 206.29  133.20  54.9  % 91.18  23.98  280.3  %
Radisson Hotel Full Service 5  1,149  58.1  % 27.2  % 30.9 Pts 113.20  91.11  24.2  % 65.77  24.78  165.4  %
Crowne Plaza Full Service 1  495  51.1  % 29.9  % 21.2 Pts 123.47  92.88  32.9  % 63.09  27.77  127.2  %
Country Inn and Suites Full Service 3  430  62.4  % 29.1  % 33.3 Pts 130.77  90.88  43.9  % 81.60  26.45  208.6  %
Radisson Blu Full Service 1  360  34.9  % 14.1  % 20.8 Pts 124.30  92.30  34.7  % 43.38  13.01  233.3  %
Full Service Total/Average 51 15,777 50.2  % 26.2  % 24.0 Pts 156.66  116.37  34.6  % 78.64  30.49  157.9  %
Sonesta Select (1)
Select Service 63 8,888  42.2  % 28.7  % 13.5 Pts 112.78  94.11  19.8  % 47.59  27.01  76.2  %
Hyatt Place Select Service 17 2,107  66.7  % 47.1  % 19.6 Pts 111.53  88.21  26.4  % 74.39  41.55  79.1  %
Courtyard Select Service 13  1,813  61.1  % 32.1  % 29.0 Pts 114.08  87.58  30.3  % 69.70  28.11  147.9  %
Select Service Total/Average 93 12,808 48.9  % 32.2  % 16.7 Pts 112.73  91.77  22.8  % 55.12  29.55  86.5  %
Simply ES Suites (1)
Extended Stay 92  11,472  73.2  % 59.4  % 13.8 Pts 107.26  96.89  10.7  % 78.51  57.55  36.4  %
Sonesta Simply Suites (1)
Extended Stay 65  8,040  78.6  % 70.3  % 8.3 Pts 73.84  65.38  12.9  % 58.04  45.96  26.3  %
Residence Inn Extended Stay 3  342  69.9  % 46.8  % 23.1 Pts 118.37  102.45  15.5  % 82.74  47.95  72.6  %
Extended Stay Total/Average 160 19,854 75.3  % 63.6  % 11.7 Pts 93.58  82.80  13.0  % 70.47  52.66  33.8  %
All Hotels Total/Average 304  48,439  60.1  % 43.4  % 16.7 Pts $ 114.55  $ 90.99  25.9  % $ 68.84  $ 39.49  74.3  %
All Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Nine months ended September 30, Nine months ended September 30, Nine months ended September 30,
Brand 2021 2020 Change 2021 2020 Change 2021 2020 Change
Sonesta (1)
Full Service 25 8,040  45.2  % 35.3  % 9.9 Pts $ 127.71  $ 126.15  1.2  % $ 57.72  $ 44.53  29.6  %
Royal Sonesta (1)
Full Service 16  5,303  35.1  % 26.0  % 9.1 Pts 186.68  183.16  1.9  % 65.52  47.62  37.6  %
Radisson Hotel Full Service 5  1,149  48.4  % 33.3  % 15.1 Pts 103.06  114.62  (10.1) % 49.88  38.17  30.7  %
Crowne Plaza Full Service 1  495  46.6  % 28.9  % 17.7 Pts 110.77  120.55  (8.1) % 51.62  34.84  48.2  %
Country Inn and Suites Full Service 3  430  48.8  % 26.7  % 22.1 Pts 110.59  103.60  6.7  % 53.97  27.66  95.1  %
Radisson Blu Full Service 1  360  23.7  % 26.2  % (2.5)Pts 110.09  112.06  (1.8) % 26.09  29.36  (11.1) %
Full Service Total/Average 51 15,777 41.8  % 31.6  % 10.2 Pts 140.33  138.91  1.0  % 58.66  43.90  33.6  %
Sonesta Select (1)
Select Service 63 8,888  42.2  % 31.2  % 11.0 Pts 99.91  114.77  (12.9) % 42.16  35.81  17.7  %
Hyatt Place Select Service 17 2,107  66.7  % 45.1  % 21.6 Pts 99.56  96.61  3.1  % 66.41  43.57  52.4  %
Courtyard Select Service 13  1,813  61.1  % 29.4  % 31.7 Pts 101.10  96.05  5.3  % 61.77  28.24  118.7  %
Select Service Total/Average 93 12,808 41.8  % 33.2  % 8.6 Pts 100.03  108.38  (7.7) % 41.81  35.98  16.2  %
Simply ES Suites (1)
Extended Stay 92  11,472  73.2  % 52.8  % 20.4 Pts 97.78  105.05  (6.9) % 71.57  55.47  29.0  %
Sonesta Simply Suites (1)
Extended Stay 65  8,040  78.6  % 63.6  % 15.0 Pts 68.81  70.69  (2.7) % 54.08  44.96  20.3  %
Residence Inn Extended Stay 3  342  69.9  % 43.7  % 26.2 Pts 109.29  105.99  3.1  % 76.39  46.32  64.9  %
Extended Stay Total/Average 160 19,854 67.1  % 57.0  % 10.1 Pts 85.95  89.53  (4.0) % 57.67  51.03  13.0  %
All Hotels Total/Average 304  48,439  52.2  % 42.6  % 9.6 Pts $ 102.84  $ 105.14  (2.2) % $ 53.68  $ 44.79  19.8  %
*    Results of all hotels owned as of September 31, 2021. Excludes the results of hotels sold during the periods presented.
(1)Includes operator data for periods prior to when certain hotels were managed by Sonesta.

Net Lease Portfolio
As of September 30, 2021, our net lease properties were 98.2% occupied and we had 30 properties available for lease. During the nine months ended September 30, 2021, we entered into lease renewals for 607,614 rentable square feet at weighted (by rentable square feet) average rents that were 11.6% below prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 14.1 years. Also during the nine months ended September 30, 2021, we entered into new leases for an aggregate of 159,633 rentable square feet at weighted (by rentable square feet) average rents that were 36.9% below prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 14.1 years.
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As of September 30, 2021, our net lease tenants operated across more than 134 brands. The following table identifies the top ten brands based on investment.
Brand No. of Buildings
Investment (1) (3)
Percent of Total Investment (3)
Annualized
Minimum Rent (2) (3)
Percent of Total Annualized
Minimum Rent (2) (3)
Coverage (4)
1. TravelCenters of America 134 $ 2,289,189  44.4  % $ 168,012  45.3  % 2.19  x
2. Petro Stopping Centers 45 1,021,226  19.8  % 78,099  21.1  % 1.90  x
3. AMC Theatres 11 102,580  2.0  % 8,237  2.2  % (0.16) x
4. The Great Escape 14 98,242  1.9  % 7,140  1.9  % 1.70  x
5. Life Time Fitness 3 92,617  1.8  % 5,770  1.6  % 0.62  x
6. Buehler's Fresh Foods 5 76,536  1.5  % 5,657  1.5  % 5.90  x
7. Heartland Dental 59 61,120  1.2  % 4,561  1.2  % 5.04  x
8. Norms 10 53,673  1.0  % 1,584  0.4  % 0.47  x
9. Express Oil Change 23 49,724  1.0  % 3,717  1.0  % 3.57  x
10. Pizza Hut 42 47,641  0.9  % 3,341  0.9  % 1.59  x
11.
Other (5)
448 1,265,303  24.5  % 84,827  22.9  % 3.19  x
Total 794 $ 5,157,851  100.0  % $ 370,945  100.0  % 2.37  x
(1)Represents historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any.
(2)Each of our leases provides for payment to us of minimum rent. Certain of these minimum payment amounts are secured by full or limited guarantees. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA, and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight-line basis, or any reimbursement of expenses paid by us.
(3)As of September 30, 2021, we have six net lease properties with annual minimum rent of $214 classified as held for sale.
(4)See page 29 for our definition of coverage.
(5)Other includes 124 distinct brands with an average investment of $10,204 and average annual minimum rent of $684.

As of September 30, 2021, our top 10 net lease tenants based on annualized minimum rent are listed below.
Tenant Brand Affiliation No. of Buildings
Investment (1) (2)
Percent of Total Investment
Annualized
Minimum Rent (2) (3)
Percent of Total Annualized
Minimum Rent (2) (3)
Coverage (4)
1. TravelCenters of America TravelCenters of America/ Petro Shopping Centers 179 $ 3,310,415  65.0  % $ 246,110  66.4  % 2.10x
(5)
2. American Multi-Cinema, Inc. AMC Theatres 11 102,580  2.0  % 8,237  2.2  % -0.16x
3. Universal Pool Co., Inc. The Great Escape 14 98,242  1.9  % 7,140  1.9  % 1.70x
4. Healthy Way of Life II, LLC Life Time Fitness 3 92,617  1.8  % 5,770  1.6  % 0.62x
5. Styx Acquisition, LLC Buehler's Fresh Foods 5 76,536  1.5  % 5,657  1.5  % 5.90x

6. Professional Resource Development, Inc. Heartland Dental 59 61,120  1.2  % 4,561  1.2  % 5.04x
7. Norms Restaurants, LLC Norms 10 53,673  1.1  % 1,584  0.4  % 0.47x
8. Express Oil Change, L.L.C. Express Oil Change 23 49,724  1.0  % 3,717  1.0  % 3.57x
9. Regal Cinemas, Inc. Regal Cinemas 6 44,476  0.9  % 3,658  1.0  % -0.08x
10. Pilot Travel Centers LLC Flying J Travel Plaza 3 41,681  0.8  % 3,183  0.9  % 4.03x
Subtotal, top 10 313 3,931,064  77.2  % 289,617  78.1  % 2.12x
11.
Other (6)
Various 481 1,226,787  22.8  % 81,328  21.9  % 3.26x
Total 794 $ 5,157,851  100.0  % $ 370,945  100.0  % 2.37x
(1)Represents historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)Each of our leases provides for payment to us of minimum rent. Certain of these minimum payment amounts are secured by full or limited guarantees. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA, and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight-line basis, or any reimbursement of expenses paid by us.
(3)As of September 30, 2021, we have six net lease properties with an annual minimum rent of $214 classified as held for sale.
(4)See page 29 for our definition of coverage.
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(5)TA is our largest tenant. We lease 179 travel centers (134 under the TravelCenters of America brand and 45 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2029, 2031, 2032, 2033 and 2035, respectively. TA has two renewal options for 15 years each for all of the travel centers. In addition to the payment of our minimum rent, the TA leases provide for payment to us of percentage rent based on increases in total non-fuel revenues over base levels (3.5% of non-fuel revenues above applicable base years). TA's remaining deferred rent obligation of $26,420 is being paid in quarterly installments of $4,404 through January 31, 2023.
(6)Other includes 165 tenants with an average investment of $7,435 and average annual minimum rent of $493.
As of September 30, 2021, our net lease tenants operated across 21 distinct industries within the service-oriented retail sector of the U.S. economy.
Industry No. of Buildings
Investment (1) (2)
Percent of Total Investment
Annualized
Minimum Rent (2) (3)
Percent of Total Annualized
Minimum Rent
Coverage (4)
Travel Centers 182 $ 3,352,096  65.0% $ 249,293  67.2  % 2.12x
Restaurants-Quick Service 229 304,704  5.9% 20,418  5.5  % 2.71x
Restaurants-Casual Dining 56 203,339  3.9% 10,390  2.8  % 1.69x
Movie Theaters 22 190,725  3.7% 14,495  3.9  % -0.03x
Health and Fitness 13 185,458  3.6% 10,747  2.9  % 1.04x
Grocery Stores 19 129,219  2.5% 9,123  2.5  % 5.23x
Home Goods and Leisure 20 118,899  2.3% 9,041  2.4  % 1.99x
Medical, Dental Office 71 118,098  2.3% 9,351  2.5  % 4.63x
Automotive Equipment & Services 64 98,473  1.9% 7,125  1.9  % 2.74x
Automotive Dealers 9 64,756  1.3% 5,358  1.4  % 7.08x
Entertainment 4 61,436  1.2% 4,334  1.2  % 1.76x
General Merchandise Stores 5 56,321  1.1% 3,892  1.0  % 3.14x
Educational Services 9 55,647  1.1% 4,376  1.2  % 1.53x
Building Materials 27 31,317  0.6% 2,608  0.7  % 4.20x
Car Washes 5 28,658  0.6% 2,128  0.6  % 1.76x
Miscellaneous Manufacturing 7 32,873  0.6% 2,445  0.7  % 15.56x
Drug Stores and Pharmacies 7 19,251  0.4% 1,258  0.3  % 1.61x
Sporting Goods 3 17,595  0.3% 1,070  0.3  % 3.73x
Legal Services 5 11,362  0.2% 1,097  0.3  % -2.50x
Other 4 10,419  0.2% 2,210  0.6  % 5.47x
Dollar Stores 3 2,971  0.1% 186  0.1  % 3.59x
Vacant 30 64,234  1.2% —  —  % n/a
Total 794 $ 5,157,851  100.0% $ 370,945  100.0  % 2.37x
(1)Represents historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)As of September 30, 2021, we have six net lease properties with an annual minimum rent of $214 classified as held for sale.
(3)Each of our leases provides for payment to us of minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA, and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight-line basis, or any reimbursement of expenses paid by us.
(4)See page 29 for our definition of coverage.
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As of September 30, 2021, lease expirations at our net lease properties by year are as follows.
Year(1)
Square Feet
Annualized Minimum Rent Expiring (2)
Percent of Total Annualized Minimum Rent Expiring Cumulative % of Total Minimum Rent Expiring
2021 257,155  1,564  0.4% 0.4%
2022 346,255  3,191  0.9% 1.3%
2023 317,732  3,375  0.9% 2.2%
2024 788,158  11,787  3.2% 5.4%
2025 457,960  8,991  2.4% 7.8%
2026 952,723  11,260  3.0% 10.8%
2027 974,398  13,300  3.6% 14.4%
2028 553,330  9,649  2.6% 17.0%
2029 1,324,129  47,794  13.0% 30.0%
2030 144,290  4,203  1.1% 31.1%
2031 1,313,222  48,684  13.1% 44.2%
2032 1,266,322  53,229  14.4% 58.6%
2033 1,105,956  52,410  14.1% 72.7%
2034 104,508  3,719  1.0% 73.7%
2035 2,577,853  84,573  22.8% 96.5%
2036 291,408  4,878  1.3% 97.8%
2037 —  —  0.0% 97.8%
2038 44,484  1,048  0.3% 98.1%
2039 134,901  3,209  0.9% 99.0%
2040 33,233  153  0.0% 99.0%
2041 223,043  2,189  0.6% 99.6%
2042 57,499  155  0.0% 99.6%
2043 —  —  0.0% 99.6%
2044 —  —  0.0% 99.6%
2045 63,490  1,584  0.4% 100.0%
Total 13,332,049  $ 370,945  100%
(1)The year of lease expiration is pursuant to contract terms.
(2)As of September 30, 2021, we have six net lease properties with an annual minimum rent of $214 classified as held for sale.
As of September 30, 2021, shown below is the list of our top ten states based on annualized minimum rent where our net lease properties were located. No other state represents more than 3% of our net lease annual minimum rents.
State Square Feet Annualized Minimum Rent Percent of Total Annualized Minimum Rent
Texas 1,205,393  $ 32,291  8.7%
Ohio 1,302,273  26,439  7.1%
Illinois 1,016,187  26,103  7.0%
California 399,045  21,837  5.9%
Georgia 597,248  20,178  5.4%
Florida 538,130  16,114  4.3%
Arizona 476,651  16,847  4.5%
Indiana 606,839  16,994  4.6%
Pennsylvania 580,091  15,633  4.2%
Nevada 190,262  9,618  2.6%
Other 6,662,537  168,891  45.7%
13,574,656  $ 370,945  100.0%
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Related Person Transactions
We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., TA and Sonesta and others related to them. For further information about these and other such relationships and related person transactions, see Notes 5, 8 and 9 to our Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2020 Annual Report, our definitive Proxy Statement for our 2021 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 2020 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 LLC or its subsidiaries provide management services.
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 properties and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, less any unrealized gains and losses on equity securities, 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 credit agreement and public debt covenants, 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 to the dividend yield 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.
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Our calculations of FFO and Normalized FFO for the three and nine months ended September 30, 2021 and 2020 and reconciliations of net income, 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).
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Net loss $ (59,714) $ (102,642) $ (345,814) $ (173,641)
Add (Less): Depreciation and amortization expense 124,163  122,204  370,208  377,557 
Loss on asset impairment (1)
—  10,248  2,110  55,502 
(Gain) loss on sale of real estate, net (2)
(94) (109) (10,934) 9,655 
Unrealized gains on equity securities, net (3)
(24,348) (5,606) (20,367) (4,409)
Adjustments to reflect our share of FFO attributable to an investee (4)
369  (900) 1,868  (461)
FFO 40,376  23,195  (2,929) 264,203 
Add (less):
Loss on early extinguishment of debt (5)
—  —  —  6,970 
Gain on insurance settlement, net of tax (6)
—  —  —  (46,736)
Adjustments to reflect our share of Normalized FFO attributable to an investee (4)
256  —  1,619  — 
Transaction related costs (7)
3,149  —  28,934  — 
Normalized FFO $ 43,781  $ 23,195  $ 27,624  $ 224,437 
Weighted average shares outstanding (basic and diluted) (8)
164,590  164,435  164,532  164,397 
Basic and diluted per common share amounts:
Net loss $ (0.36) $ (0.62) $ (2.10) $ (1.06)
FFO $ 0.25  $ 0.14  $ (0.02) $ 1.61 
Normalized FFO
$ 0.27  $ 0.14  $ 0.17  $ 1.37 
Distributions declared per share $ 0.01  $ 0.01  $ 0.03  $ 0.56 

(1)We recorded a $10,248 loss on asset impairment during the three months ended September 30, 2020 to reduce the carrying value of one hotel and two net lease properties to their estimated fair value less costs to sell. We recorded a $2,110 loss on asset impairment during the nine months ended September 30, 2021 to reduce the carrying value of five net lease properties to their estimated fair value less costs to sell and a $55,502 loss on asset impairment during the nine months ended September 30, 2020 to reduce the carrying value of 18 hotel properties and eight net lease properties to their estimated fair value less costs to sell.
(2)We recorded a $94 net gain on sale of real estate during the three months ended September 30, 2021 in connection with the sale of two net lease properties. We recorded a $109 net gain on sale of real estate during the three months ended September 30, 2020 in connection with the sale of five net lease properties. We recorded a $10,934 net gain on sale of real estate during the nine months ended September 30, 2021 in connection with the sale of six hotels and five net lease properties and recorded a net loss on sale of real estate of $9,655 during the nine months ended September 30, 2020 in connection with the sale of 15 net lease properties.
(3)Unrealized gains on equity securities, net represents the adjustment required to adjust the carrying value of our investment in shares of TA common stock to its fair value.
(4)Represents adjustments to reflect our proportionate share of FFO and normalized FFO related to our equity investment in Sonesta.
(5)We recorded a $6,970 loss on early extinguishment of debt, during the nine months ended September 30, 2020, related to the repurchase of certain of our senior notes.
(6)We recorded a $62,386 gain on insurance settlement, during the nine months ended September 30, 2020, for insurance proceeds received for our then leased hotel in San Juan, PR related to Hurricane Maria. Under GAAP, we were required to increase the building basis of this hotel for the amount of the insurance proceeds. We also recorded a $15,650 deferred tax liability as a result of the book value to tax basis difference related to this accounting during the nine months ended September 30, 2020.
(7)Transaction related costs for the three months ended September 30, 2021 of $3,149 are primarily related to legal costs related to our arbitration proceeding with Marriott. Transaction related costs for the nine months ended September 30, 2021 included $19,971 of hotel manager transition related costs resulting from the rebranding of 88 hotels during the period, $5,263 of legal costs related to our arbitration proceeding with Marriott and $3,700 of working capital we previously funded under our agreement with Hyatt as a result of the amount no longer expected to be recoverable.
(8)Represents weighted average common shares adjusted to reflect the potential dilution of unvested share awards, if any.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk (dollar amounts 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, 2020. 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 September 30, 2021, our outstanding publicly tradable debt consisted of 13 issues of fixed rate, senior notes:

Principal Balance Annual Interest
Rate 		Annual Interest
Expense 		Maturity Interest Payments Due
$ 500,000  5.000  % $ 25,000  2022 Semi-Annually
500,000  4.500  % 22,500  2023 Semi-Annually
350,000  4.650  % 16,275  2024 Semi-Annually
825,000  4.350  % 35,888  2024 Semi-Annually
350,000  4.500  % 15,750  2025 Semi-Annually
800,000  7.500  % 60,000  2025 Semi-Annually
350,000  5.250  % 18,375  2026 Semi-Annually
450,000  4.750  % 21,375  2026 Semi-Annually
400,000  4.950  % 19,800  2027 Semi-Annually
450,000  5.500  % 24,750  2027 Semi-Annually
400,000  3.950  % 15,800  2028 Semi-Annually
425,000  4.950  % 21,038  2029 Semi-Annually
400,000  4.375  % 17,500  2030 Semi-Annually
$ 6,200,000  $ 314,051 

No principal repayments are due under these notes until maturity. 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 $62,000. 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 September 30, 2021 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 $246,775.

Each of these fixed rate unsecured debt arrangements allows us to make repayments earlier than the stated maturity date. 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.
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Floating Rate Debt
At September 30, 2021, our floating rate debt consisted of $1,000,000 outstanding under our $1,000,000 revolving credit facility. The maturity date of our revolving credit facility is July 15, 2022, 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 additional six month periods. No principal repayments are required under our revolving credit facility prior to maturity and repayments may be made and redrawn subject to conditions at any time without penalty. Borrowings under our revolving credit facility are in U.S. dollars and require annual interest to be paid at the rate of LIBOR plus premiums that are subject to adjustment based upon changes to our credit ratings. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates, specifically LIBOR and to changes in our credit ratings. In addition, upon renewal or refinancing of our revolving credit facility, 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 as of September 30, 2021:
Impact of Increase in Interest Rates
Interest Rate
Per Year (1)
Outstanding
Debt 		Total Interest
Expense Per Year
Annual Per
Share Impact (2)
At September 30, 2021 2.85  % $ 1,000,000  $ 28,500  $ 0.17 
One percentage point increase 3.85  % $ 1,000,000  $ 38,500  $ 0.23 
(1)Weighted average based on the interest rates and the outstanding borrowings as of September 30, 2021.
(2)Based on diluted weighted average common shares outstanding for the three months ended September 30, 2021.
The foregoing table shows the impact of an immediate change in floating interest rates as of September 30, 2021. 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 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.
LIBOR Phase Out
LIBOR is currently expected to be phased out for new contracts by December 31, 2021 and for pre-existing contracts by June 30, 2023. We are required to pay interest on borrowings under our credit facility at floating rates based on LIBOR. Future debt that we may incur may also require that we pay interest based upon LIBOR. We currently expect that, as a result of any phase out of LIBOR, the interest rates under our credit agreement would be revised as provided under the agreement or amended as necessary to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR.
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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 September 30, 2021 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 statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Forward-looking statements in this Quarterly Report on Form 10-Q relate to various aspects of our business, including:
•The duration and severity of the COVID-19 pandemic and its impact on us and our managers and tenants, and on our and their ability to operate throughout the pandemic and its aftermath,
•Our expectation about the ability of Sonesta to operate the hotels that have been or may be transitioned and rebranded to it,
•The likelihood and extent to which our managers and tenants will pay the contractual amounts of returns, rents or other obligations due to us,
•Our ability to maintain sufficient liquidity during the duration of the COVID-19 pandemic and any resulting economic conditions,
•If and when hotel business will return to historical pre-pandemic levels,
•Potential defaults on, or non-renewal of, leases by our tenants,
•     Decreased rental rates or increased vacancies,
•     Our sales and acquisitions of properties,
•     Our policies and plans regarding investments, financings and dispositions,
•     Our ability to pay interest on and principal of our debt,
•Our ability to pay distributions to our shareholders and to sustain the amount of such distributions,
•     Our ability to raise or appropriately balance the use of debt or equity capital,
•     Our intent to make improvements to certain of 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,
•     The future availability of borrowings under our revolving credit facility,
•     Our credit ratings,
•     Our expectation that we benefit from our relationships with RMR LLC, Sonesta and TA,
•     Our qualification for taxation as a REIT,
•     Changes in federal or state tax laws, and
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•     Other matters.
Our actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Risks, uncertainties and other factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, FFO, Normalized FFO, cash flows, liquidity and prospects include, but are not limited to:
•The impact of conditions in the economy, including the COVID-19 pandemic and any resulting economic conditions, and the capital markets on us and our managers and tenants,
•Competition within the 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,
•Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
•Limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,
•Acts of terrorism, outbreaks of pandemics, including the COVID-19 pandemic, or other man-made or natural disasters beyond our control, and
•Actual and potential conflicts of interest with our related parties, including our Managing Trustees, TA, Sonesta, RMR LLC and others affiliated with them.
For example:
•Our ability to make future distributions to our shareholders and to make payments of principal and interest on our indebtedness depends upon a number of factors, including our future earnings, the capital costs we incur to acquire and maintain our properties and our working capital requirements. We may be unable to pay our debt obligations or to increase or maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated,
•Sonesta operated 261 of our 304 hotels as of September 30, 2021, many of which were transitioned to Sonesta over the past year, and we transitioned the branding and management of one additional hotel to Sonesta on November 1, 2021. Transitioning hotels to another operator is disruptive to the hotels’ operations and requires significant capital investments. If Sonesta were to fail to provide quality services and amenities or to maintain a quality brand, our income from these properties may be adversely affected. There can be no assurance that Sonesta can operate the hotels as effectively or for returns at levels that could otherwise be achieved by other large well known hotel companies. Further, if we were required to replace Sonesta, we could experience significant disruptions in operations at the applicable properties, which could reduce our income and cash flows from, and the value of, those properties. We have no guarantee or security deposit under our Sonesta agreement. Accordingly, the returns we receive from our hotels managed under our Sonesta agreement are dependent upon the financial results of those hotel operations and we may continue to receive amounts from Sonesta that are less than the contractual minimum returns stated in our Sonesta agreement or we may be requested to fund operating losses for our Sonesta hotels. Further, we own an approximately 34% ownership interest in Sonesta. If Sonesta experiences losses, or requires additional capital, Sonesta may request we fund our share through the contribution of additional capital and if we do not fund those contributions, our equity interest in Sonesta will be diluted if Sonesta obtains such contributions from other shareholders,
•We cannot be sure of the future financial performance of our properties, or regarding our managers’, tenants’ or guarantors’ future actions or their abilities or willingness to pay contracted amounts owed to us. If other operators or guarantors do not honor their obligations, we may seek to terminate our arrangements with them or other actions to enforce our rights,
•Recent improvements in lodging demand may not be sustained, may stall or could decline,
•If general economic activity in the country declines, the operating results of certain of our properties may decline, the financial results of our managers and our tenants may suffer and these managers and tenants may be unable to pay our returns or rents. Also, depressed operating results from our properties for extended periods may result in the operators of some or all of our properties becoming unable or unwilling to meet their obligations,
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•Hotel and other competitive forms of temporary lodging supply have been increasing and may affect our hotel operators’ ability to grow ADR and occupancy, and ADR and occupancy could decline due to increased competition which may cause our hotel operators to become unable to pay our returns or rents,
•If the current level of commercial activity in the country declines, including as a result of the COVID-19 pandemic, if the price of diesel fuel increases significantly, if fuel conservation measures are increased, if freight business is directed away from trucking, if TA is unable to effectively compete or operate its business, if fuel efficiencies, the use of alternative fuels or transportation technologies reduce the demand for products and services TA sells or for various other reasons, TA may become unable to pay current and deferred rents due to us,
•Our ability to grow our business and increase our distributions depends in large part upon our ability to buy properties that generate returns or can be leased for rents which exceed our operating and capital costs. We may be unable to identify properties that we want to acquire and we may fail to reach agreement with the sellers and complete the purchases of any properties we do want to acquire. In addition, any properties we may acquire may not generate returns or rents which exceed our operating and capital costs,
•We believe that our portfolio agreements include diverse groups of properties and that this diversity may improve operating results that might be realized from a more concentrated group of properties. However, our operator concentration with respect to our hotel operations has recently increased as a result of our transitioning of a majority of our hotels to Sonesta management, and our travel center properties continue to be concentrated with TA. As a result, our operating results may not improve,
•Current market conditions may cause the process of selling properties to continue to take longer than previously expected. We may not complete the sales of any properties we currently plan to sell, and we may determine to sell fewer properties. Also, we may sell assets at prices that are less than we expect and less than their carrying values and we may incur losses on these sales or with respect to these assets,
•Contingencies in our pending sale agreements may not be satisfied and any expected sales and any related management or lease arrangements we expect to enter may not occur, may be delayed or the terms of such transactions or arrangements may change,
•As of November 3, 2021, we had approximately $937.0 million of cash or cash equivalents. This statement may imply that we have sufficient working capital and liquidity to meet our obligations for the next twelve months. The amounts we receive from our operators may be insufficient to operate our business profitably. Certain tenants have requested and we have granted certain rent relief and these requests could increase. In addition, our managers and tenants may not be able to fund minimum returns and rents due to us from operating our properties or from other resources. In the past and currently, certain of our tenants and managers have in fact not paid the minimum amounts due to us from their operations of our leased or managed properties and we may be required to fund hotel operating losses and working capital for our hotels. Further, our properties require significant funding for capital improvements and other matters. Accordingly, we may not have sufficient working capital or liquidity,
•Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions. The ratio of income available for debt service to debt service was below the 1.5x requirement under our public debt covenants as of September 30, 2021. We are not permitted under our debt agreements to incur additional debt while this ratio is below 1.5x. As a precautionary measure, we have fully drawn our $1.0 billion credit facility to maintain our financial flexibility. Our ability to incur debt may be limited for an extended period of time. We cannot be certain how long our ratio of income available for debt service to debt service may remain below 1.5x. We may not have any immediately available borrowing capacity to meet any funding needs beyond our cash on hand if our operating results and financial condition are significantly and adversely impacted by current economic conditions or otherwise. If we cannot incur additional debt, we may be forced to raise additional sources of capital or take other measures to maintain adequate liquidity and we may not succeed in raising any capital we may need,
•We expect the borrowings under our revolving credit facility to strengthen our financial position; however, we may not obtain the financial flexibility we expect due to the ongoing COVID-19 pandemic or for other reasons. We can provide no assurance regarding the duration and severity of the economic conditions resulting from the COVID-19 pandemic and its impact on us and our operators,
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•We may be unable to repay our debt obligations when they become due. Also, our $1,000,000 revolving credit facility matures on July 15, 2022 and we may not be able to meet the conditions required to exercise the extension option available to us under the agreement or be able to refinance the balance with new debt. We may need to seek additional waivers or amendments with our lenders and there is no assurance we will be granted such relief,
•We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investment and financing activities. However, we may not succeed in this regard and we may not have reasonable access to capital, including due to the COVID-19 pandemic and the resulting economic conditions. If challenging market conditions last for a long period or worsen, our managers and tenants may experience liquidity constraints and as a result may be unable or unwilling to pay returns or rents to us and our ability to operate our business effectively may be challenged,
•We currently expect to fund $30 million of capital expenditures during the last three months of 2021. The cost of capital projects may be greater than we anticipate and operating results at our hotels may decline as a result of having rooms out of service to complete such improvements,
•Actual costs under our revolving credit facility or other floating rate debt will be higher than LIBOR plus a premium because of fees and expenses associated with such debt,
•The premiums used to determine the interest rate and facility fee payable on our revolving credit facility are based on our credit ratings. Changes in our credit ratings may cause the interest and fees we pay to increase,
•We have the option to extend the maturity date of our revolving credit facility upon payment of a fee and meeting other conditions; however, the applicable conditions may not be met,
•The business and property management agreements between us and RMR LLC have continuing 20 year terms. However, those agreements permit early termination in certain circumstances. Accordingly, we cannot be sure that these agreements will remain in effect for continuing 20 year terms,
•We believe that our relationships with our related parties, including RMR LLC, TA, Sonesta and others affiliated with them may benefit us and provide us with competitive advantages in operating and growing our business. However, the advantages we believe we may realize from these relationships may not materialize, and
•We are party to arbitration proceedings with Marriott relating to our termination of our management agreements with them. The results of arbitration proceedings are difficult to predict and we can provide no assurances regarding such results. Even if we are successful in such proceedings, the pendency and conduct of such proceedings may be expensive and distracting to our management, and could be disruptive to our operations.
Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as pandemics, including the COVID-19 pandemic, acts of terrorism, natural disasters, climate change, changes in our managers’ or tenants’ revenues or expenses, changes in our managers’ or tenants’ financial conditions, the market demand for hotel rooms or the goods and services provided at our properties or changes in capital markets or the economy generally.
The information contained elsewhere in this Quarterly Report on Form 10-Q, our 2020 Annual Report 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 2020 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 September 30, 2021:
Calendar Month
Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
September 2021 55,716 $ 10.70 $ — $ —
Total 55,716 $ 10.70 $ — $ —
(1)These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of our officers and certain other current and former officers and employees of RMR LLC in connection with awards of our common shares and the vesting of those and prior awards of common shares to them. We withheld and purchased these shares at their fair market values 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 
4.12 
4.13 
4.14 
4.15 
4.16 
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Exhibit
Number 		Description
4.17 
4.18 
4.19 
4.20 
4.21 
4.22 
4.23 
4.24 
4.25 
4.26 
4.27 
10.1 
10.2 
10.3 
22.1 
31.1 
31.2 
32.1 
101.INS XBRL 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.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
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Exhibit
Number 		Description
104  Cover 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
/s/ John G. Murray
John G. Murray
President and Chief Executive Officer
Dated: November 4, 2021
/s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Dated: November 4, 2021

52
Exhibit 4.22
Supplemental Indenture
This Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2021, among SVC Minneapolis TRS LLC, a limited liability company formed and existing under the laws of the State of Maryland (the “Additional Subsidiary Guarantor”), a subsidiary of Service Properties Trust, a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”), the Company and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company (then known as Hospitality Properties Trust) and the Trustee are parties to an Indenture (the “Base Indenture”), dated as of February 3, 2016 (as supplemented by that certain Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”), dated as of June 17, 2020, among the Company, the Initial Subsidiary Guarantors party thereto and the Trustee, providing for the issuance of the Company’s 7.50% Senior Notes due 2025 (the “Notes”), as supplemented by that certain Supplemental Indenture, dated as of July 15, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee, that certain Supplemental Indenture, dated as of October 9, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee, that certain Supplemental Indenture, dated as of November 13, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee, that certain Supplemental Indenture, dated as January 29, 2021, among the Company, the Subsidiary Guarantor party thereto and the Trustee and that certain Supplemental Indenture, dated as of July 8, 2021, among the Company, the Subsidiary Guarantors party thereto and the Trustee, and as from time to time hereafter further amended, supplemented or otherwise modified so far as it applies to the Notes, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Additional Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Additional Subsidiary Guarantor will fully and unconditionally guarantee the Notes, jointly and severally with all of the other Subsidiary Guarantors, on the terms and conditions set forth herein;
WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Additional Subsidiary Guarantor and the Trustee have been done; and
WHEREAS, pursuant to Section 901 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantor and the Trustee mutually covenant and agree as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


2.Agreement to Guarantee. The Additional Subsidiary Guarantor hereby agrees that its obligations to the Holders and the Trustee pursuant to the Subsidiary Guarantee shall be as expressly set forth in Article 6 of the Ninth Supplemental Indenture and in such other provisions of the Indenture as are applicable to the Subsidiary Guarantors (including, without limitation, Article 3 of the Ninth Supplemental Indenture), and reference is made to the Indenture for the precise terms of this Supplemental Indenture. The terms of Article 6 of the Ninth Supplemental Indenture and such other provisions of the Indenture (including, without limitation, Article 3 of the Ninth Supplemental Indenture) as are applicable to the Subsidiary Guarantors are incorporated herein by reference.
3.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Additional Subsidiary Guarantor and the Company.
[Remainder of page intentionally left blank.]
    


    IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
COMPANY:

SERVICE PROPERTIES TRUST


By: /s/ Brian E. Donley            
    Name: Brian E. Donley
    Title: Chief Financial Officer and Treasurer


ADDITIONAL SUBSIDIARY GUARANTOR:

SVC MINNEAPOLIS TRS LLC


By: /s/ Brian E. Donley            
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer








TRUSTEE:

U.S. BANK, NATIONAL ASSOCIATION, as Trustee


By: /s/ David W. Doucette                
Name: David W. Doucette
Title: Vice President
    

Exhibit 4.26
Supplemental Indenture
This Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2021, among SVC Minneapolis TRS LLC, a limited liability company formed and existing under the laws of the State of Maryland (the “Additional Subsidiary Guarantor”), a subsidiary of Service Properties Trust, a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”), the Company and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company (then known as Hospitality Properties Trust) and the Trustee are parties to an Indenture (the “Base Indenture”), dated as of February 3, 2016 (as supplemented by that certain Tenth Supplemental Indenture (the “Tenth Supplemental Indenture”), dated as of November 20, 2020, among the Company, the Initial Subsidiary Guarantors party thereto and the Trustee, providing for the issuance of the Company’s 5.50% Senior Notes due 2027 (the “Notes”), as supplemented by that certain Supplemental Indenture, dated as of January 29, 2021, among the Company, the Subsidiary Guarantor party thereto and the Trustee and that certain Supplemental Indenture, dated as of July 8, 2021, among the Company, the Subsidiary Guarantors party thereto and the Trustee, and as from time to time hereafter further amended, supplemented or otherwise modified so far as it applies to the Notes, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Additional Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Additional Subsidiary Guarantor will fully and unconditionally guarantee the Notes, jointly and severally with all of the other Subsidiary Guarantors, on the terms and conditions set forth herein;
WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Additional Subsidiary Guarantor and the Trustee have been done; and
WHEREAS, pursuant to Section 901 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantor and the Trustee mutually covenant and agree as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Agreement to Guarantee. The Additional Subsidiary Guarantor hereby agrees that its obligations to the Holders and the Trustee pursuant to the Subsidiary Guarantee shall be as expressly set forth in Article 6 of the Tenth Supplemental Indenture and in such other provisions of the Indenture as are applicable to the Subsidiary Guarantors (including, without limitation,
    


Article 3 of the Tenth Supplemental Indenture), and reference is made to the Indenture for the precise terms of this Supplemental Indenture. The terms of Article 6 of the Tenth Supplemental Indenture and such other provisions of the Indenture (including, without limitation, Article 3 of the Tenth Supplemental Indenture) as are applicable to the Subsidiary Guarantors are incorporated herein by reference.
3.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Additional Subsidiary Guarantor and the Company.
[Remainder of page intentionally left blank.]

    



    IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
COMPANY:

SERVICE PROPERTIES TRUST


By: /s/ Brian E. Donley                
    Name: Brian E. Donley
    Title: Chief Financial Officer and Treasurer


ADDITIONAL SUBSIDIARY GUARANTOR:

SVC MINNEAPOLIS TRS LLC

By: /s/ Brian E. Donley                
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer







TRUSTEE:

U.S. BANK, NATIONAL ASSOCIATION, as Trustee


By: /s/ David W. Doucette                
Name: David W. Doucette
Title: Vice President
    

Exhibit 10.1


FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Amendment”), effective as of August 1, 2021, is made and entered into by and between Service Properties Trust, a Maryland real estate investment trust (the “Company”), and The RMR Group LLC, a Maryland limited liability company (the “Manager”).
WHEREAS, the Company and the Manager are parties to that certain Second Amended and Restated Business Management Agreement, dated as of June 5, 2015 (the “Business Management Agreement”); and
WHEREAS, the Company and the Manager wish to amend certain provisions of the Business Management Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
1.The definition of “SNL Index” included in Section 11 of the Business Management Agreement shall be replaced in its entirety by the following:
“Index” shall mean (i) the SNL U.S. REIT Hotel Index, as published from time to time, for all periods ending prior to August 1, 2021 and (ii) the MSCI U.S. REIT/Hotel & Resort REIT Index, as published from time to time, for all periods beginning on or after August 1, 2021.
2.The Business Management Agreement shall be amended by deleting all references therein to “SNL Index” and replacing them with references to the “Index”.
3.As amended hereby, the Business Management Agreement shall remain in full force and effect.
4.The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.
5.This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]




IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, as of the date first written above.
SERVICE PROPERTIES TRUST
By: /s/ John G. Murray
Name: John G. Murray
Title: President and Chief Executive Officer
THE RMR GROUP LLC
By: /s/ Matthew P. Jordan
Name: Matthew P. Jordan
Title: Executive Vice President, Chief Financial Officer and Treasurer
[Signature Page to Amendment to Second Amended and Restated Business Management Agreement]

Exhibit 10.2

Schedule to Exhibit 10.2

There are 209 management agreements with subsidiaries of Sonesta Holdco Corporation, or Sonesta, for hotels which we and Sonesta have designated as conversion hotels, a representative form of which is filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and which is incorporated herein by reference.  The other 208 management agreements, with the respective parties and applicable to the respective hotels listed below, are substantially identical in all material respects to the representative form of management agreement.

Owner Name/Trade Name and Street Address Landlord Manager Level Effective Date Owner’s Priority
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Birmingham
600 Corporate Ridge Dr
Birmingham, Alabama
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $844,082
HPT TRS MRP, Inc.
Sonesta ES Suites Birmingham Homewood
50 State Farm Parkway
Birmingham, Alabama
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,233,054
HPT TRS MRP, Inc.
Sonesta Select Birmingham
4300 Colonade Parkway
Birmingham, Alabama
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,164,193
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Huntsville
201 Exchange Pl,
Huntsville, Alabama
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $878,991
HPT TRS MRP, Inc.
Sonesta Select Phoenix Chandler
920 North 54th Street
Chandler, Arizona
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,741,464
HPT TRS IHG-2, Inc.
Sonesta Simply Suites
Phoenix
11411 N. Black Canyon Hwy
Phoenix, Arizona
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $798,056
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Phoenix Camelback
2101 E. Camelback Road
Phoenix, Arizona
Service Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,208,315
HPT CY TRS, Inc.
Sonesta Select Scottsdale at Mayo Clinic Campus
13444 E. Shea Boulevard
Scottsdale, Arizona
Service Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $852,610
HPT TRS MRP, Inc.
Sonesta ES Suites Scottsdale
6040 North Scottsdale Road
Scottsdale, Arizona
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,954,134
HPT TRS MRP, Inc.
Sonesta Simply Suites Scottsdale North
10740 North 90th Street
Scottsdale, Arizona
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,500,375
HPT TRS MRP, Inc.
Sonesta Select Tempe
601 South Ash Avenue
Tempe, Arizona
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,730,928
HPT TRS IHG-2, Inc.
Sonesta Simply Suites
Phoenix Tempe
1335 W. Baseline Road
Tempe, Arizona
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,029,140
HPT TRS MRP, Inc.
Sonesta ES Suites Tempe
5075 South Priest Drive
Tempe, Arizona
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,643,186
HPT TRS IHG-2, Inc.
Sonesta ES Suites Anaheim
1855 S Manchester Avenue
Anaheim, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $2,765,254
HPT TRS IHG-2, Inc.
Sonesta Anaheim
1915 Manchester Avenue
Anaheim, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $1,507,802
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Camarillo
4994 Verdugo Way
Camarillo, California
Service Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $962,682
HPT TRS IHG-2, Inc.
Sonesta ES Suites Chatsworth
21902 Lassen
Chatsworth, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,434,478
HPT CY TRS, Inc.
Sonesta Select Los Angeles LAX
2000 E. Mariposa Avenue
El Segundo, California
Service Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,279,517
HPT TRS MRP, Inc.
Sonesta Emeryville
5555 Shellmound Street
Emeryville, California
HPTMI Properties Trust Sonesta International Hotels Corporation Full March 2, 2021 $6,026,954
HPT TRS MRP, Inc.
Sonesta ES Suites Huntington Beach
9930 Slater Avenue
Fountain Valley, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,887,776
HPT CY TRS, Inc.
Sonesta Select Huntington Beach
9950 Slater Road
Fountain Valley, California
Service Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,156,437
HPT TRS MRP, Inc.
Sonesta ES Suites Fresno
5322 North Diana Avenue
Fresno, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,231,376
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Anaheim
12901 Garden Grove Blvd
Garden Grove, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $931,185
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Orange Cty. Spectrum Cntr
16150 Sand Canyon Ave
Irvine, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $930,451
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Laguna Hills
23175 Avenida de la Carlota
Laguna Hills, California
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,504,279
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Orange County Irvine
3 South Pointe Drive
Lake Forest, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,065,780
HPT TRS IHG-2, Inc.
Sonesta Los Angeles Airport
5985 W. Century Blvd
Los Angeles, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $4,267,197
HPT TRS IHG-2, Inc.
Sonesta San Jose
777 Bellew Drive
Milpitas, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $3,732,839
HPT TRS MRP, Inc.
Sonesta Select Pleasant Hill
2250 Contra Costa Boulevard
Pleasant Hill, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,525,300
SVC Redondo Beach TRS LLC
Sonesta Redondo Beach & Marina
300 North Harbor Drive
Redondo Beach, California
HPT IHG-2 Properties Trust Sonesta Redondo Beach LLC Full December 1, 2020 $6,431,772
HPT TRS IHG-2, Inc.
Sonesta ES Suites San Francisco Airport
1350 Huntington Ave
San Bruno, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,461,762
HPT TRS IHG-2, Inc.
Sonesta ES Suites San Diego
11855 Avenue of Industry
San Diego, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,715,539
HPT TRS IHG-2, Inc.
Sonesta ES Suites San Diego Sorrento Mesa
6639 Mira Mesa Blvd
San Diego, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $2,032,577
{S2733760; 8}    
4855-0607-4881, v.1

HPT TRS MRP, Inc.
Sonesta ES Suites Carmel Mountain
11002 Rancho Carmel Drive
San Diego, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,287,535
HPT TRS IHG-2, Inc.
Sonesta ES Suites San Jose Airport
1602 Crane Court
San Jose, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $2,585,487
HPT CY TRS, Inc.
Sonesta Select San Jose Airport
1727 Technology Drive
San Jose, California
Service Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,830,533
HPT TRS MRP, Inc.
Sonesta Select San Ramon
18090 San Ramon Valley Boulevard
San Ramon, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,648,465
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Orange County Airport
2600 Red Hill Avenue
Santa Ana, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,072,784
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Santa Clara
481 El Camino Real
Santa Clara, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,059,827
HPT TRS MRP, Inc.
Sonesta Select San Francisco Airport
1300 Veterans Boulevard
South San Francisco, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $3,945,471
HPT TRS MRP, Inc.
Sonesta ES Suites San Francisco Airport Oyster Point
1350 Veterans Boulevard
South San Francisco, California
HPTMI Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $3,174,553
HPT TRS IHG-2, Inc.
Sonesta ES Suites Sunnyvale
900 Hamlin Ct.
Sunnyvale, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $3,152,598
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Los Angeles Torrance
1925 W. 190th Street
Torrance, California
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,312,010
HPT TRS IHG-2, Inc.
Sonesta ES Suites
Torrance Redondo Beach
19901 Prairie Ave.
Torrance, California
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,897,192
HPT TRS IHG-2, Inc.
Sonesta Denver
1450 Glenarm Place
Denver, Colorado
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $7,648,405
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Denver Federal Center
895 Tabor Street
Lakewood, Colorado
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $977,957
HPT TRS IHG-2, Inc.
Sonesta ES Suites Denver South
7820 Park Meadows Drive
Lonetree, Colorado
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,376,857
HPT CY TRS, Inc.
Sonesta Select Newark
48 Geoffrey Drive
Newark, Delaware
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,594,288
HPT TRS IHG-2, Inc.
Royal Sonesta Washington DC
2121 P Street NW
Washington, DC
HPT IHG-3 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $11,316,000
HPT CY TRS, Inc.
Sonesta Select Boca Raton
2000 NW Executive Center Circle
Boca Raton, Florida
Service Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,674,498
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Clearwater
13231 49th St. N.
Clearwater, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $646,337
{S2733760; 8}    
4855-0607-4881, v.1

HPT TRS IHG-2, Inc.
Sonesta ES Suites Fort Lauderdale Plantation
410 North Pine Island Road
Fort Lauderdale, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,746,591
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Jacksonville
4990 Belfort Road
Jacksonville, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $943,231
HPT TRS IHG-2, Inc.
Sonesta ES Suites Lake Buena Vista
8751 Suiteside Drive
Orlando, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $2,780,439
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Miami Airport
8855 NW 27th Street
Miami, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,017,411
HPT TRS IHG-2, Inc.
Sonesta Miami Airport
950 NW 42nd Avenue
Miami, Florida
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $2,450,702
HPT CY TRS, Inc.
Sonesta Select Miami Lakes
15700 NW 77th Court
Miami Lakes, Florida
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,600,326
HPT TRS MRP, Inc.
Sonesta ES Suites Atlanta North Point Mall
1325 North Point Drive
Alpharetta, Georgia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,425,297
HPT TRS IHG-2, Inc.
Sonesta ES Suites Alpharetta North Point
3980 North Point Parkway
Alpharetta, Georgia
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,225,640
HPT TRS MRP, Inc.
Sonesta ES Suites Atlanta Alpharetta Windward
5465 Windward Parkway
Alpharetta, Georgia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,831,872
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Atlanta Midtown
1132 Techwood Drive NW
Atlanta, Georgia
Service Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,488,389
HPT CY TRS, Inc.
Sonesta Select Atlanta Cumberland
3000 Cumberland Boulevard SE
Atlanta, Georgia
Service Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,711,481
HPT TRS IHG-2, Inc.
Sonesta Atlanta Airport South
4669 Airport Boulevard
Atlanta, Georgia
HPT IHG GA Properties LLC Sonesta International Hotels Corporation Full December 1, 2020 $1,960,466
HPT TRS IHG-2, Inc.
Sonesta Atlanta Airport North
1325 Virginia Avenue
Atlanta, Georgia
HPT IHG-3 Properties LLC Sonesta International Hotels Corporation Full December 1, 2020 $5,172,449
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Atlanta
3665 Shackleford Road
Duluth, Georgia
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $865,511
HPT TRS IHG-2, Inc.
Sonesta ES Suites Atlanta – Perimeter Center
4601 Ridgeview Road
Dunwoody, Georgia
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,558,947
HPT CY TRS, Inc.
Sonesta Select Atlanta Airport
3399 International Boulevard
Hapeville, Georgia
Service Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,585,632
HPT TRS MRP, Inc.
Sonesta ES Suites Atlanta Kennesaw Town Center
3443 Busbee Drive NW
Kennesaw, Georgia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,262,935
HPT CY TRS, Inc.
Sonesta Select Atlanta Norcross
6235 McDonough Drive NW
Norcross, Georgia
Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $666,332
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Bettendorf
895 Golden Valley Drive
Bettendorf, Iowa
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 12, 2020 $1,135,189
HPT CY TRS, Inc.
Sonesta Select Arlington Heights
3700 North Wilke Road
Arlington Heights, Illinois
HPTCY Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,248,338
HPT State Street TRS LLC
Royal Sonesta Chicago River North
505 North State Street
Chicago, Illinois
HPT IHG Chicago Property LLC Sonesta State Street LLC Full December 1, 2020 $4,400,000
SVC Randolph Street TRS LLC
The Allegro Royal Sonesta Hotel
171 West Randolph Street
Chicago, Illinois
HPT IHG-3 Properties LLC Sonesta Randolph Street LLC Full December 1, 2020 $7,217,620
HPT TRS MRP, Inc.
Sonesta ES Suites Chicago Downtown
201 East Walton Place
Chicago, Illinois
HPTMI Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $3,917,755
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Chicago Libertyville
1100 N. US Route 45
Libertyville, Illinois
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $849,479
HPT TRS IHG-2, Inc.
Sonesta Chicago O’Hare Airport
10233 West Higgins Road
Rosemont, Illinois
HPT IHG-3 Properties LLC Sonesta International Hotels Corporation Full December 1, 2020 $3,359,209
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Chicago O’Hare
4021 N. Mannheim Road
Schiller Park, Illinois
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,629,888
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Chicago Naperville
27 W. 300 Warrenville Road
Warrenville, Illinois
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $961,214
{S2733760; 8}    
4855-0607-4881, v.1

HPT TRS IHG-2, Inc.
Sonesta Simply Suites Chicago Waukegan
1151 S. Waukegan Rd.
Waukegan, Illinois
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $805,302
HPT TRS MRP, Inc.
Sonesta ES Suites Chicago Waukegan
1440 South White Oak Drive
Waukegan, Illinois
HPTMI Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $1,686,373
HPT TRS MRP, Inc.
Sonesta Select Chicago Elgin
2175 South Eighth Street
West Dundee, Illinois
HPTMI Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,474,177
HPT CY TRS, Inc.
Sonesta Select Indianapolis
37 W. 103rd Street
Indianapolis, Indiana
Service Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,160,024
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Des Moines
7625 Office Plaza Drive N.
Des Moines, Iowa
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $782,848
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Kansas City Overland Park
11001 Oakmont
Overland Park, Kansas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $737,032
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Wichita Northeast
3141 N. Webb Road
Wichita, Kansas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $636,684
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Wichita Airport
570 South Julia
Wichita, Kansas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $651,297
HPT TRS MRP, Inc.
Sonesta ES Suites New Orleans Convention Center
345 St. Joseph Street
New Orleans, Louisiana
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $3,310,129
{S2733760; 8}    
4855-0607-4881, v.1

HPT TRS IHG-2, Inc.
Sonesta ES Suites Baton Rouge
4001 Nicholson Drive
Baton Rouge, Louisiana
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,452,386
HPT TRS MRP, Inc.
Sonesta ES Suites Annapolis
170 Admiral Cochrane Drive
Annapolis, Maryland
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,642,588
HPT CY TRS, Inc.
Sonesta Select Columbia
8910 Stanford Boulevard
Columbia, Maryland
Service Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $1,756,462
HPT CY TRS, Inc.
Sonesta Select Greenbelt
6301 Golden Triangle Drive
Greenbelt, Maryland
HPTCY Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,698,214
HPT TRS MRP, Inc.
Sonesta ES Suites Baltimore BWI Airport
1160 Winterson Road
Linthicum Heights, Maryland
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,397,534
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Baltimore BWI Airport
1247 Winterson Road
Linthicum Heights, Maryland
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,160,156
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Boston Braintree
235 Wood Road
Braintree, Massachusetts
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,347,308
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Boston Burlington
130 Middlesex Turnpike
Burlington, Massachusetts
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,323,128
HPT CY TRS, Inc.
Sonesta Select Boston Danvers
275 Independence Way
Danvers, Massachusetts
Service Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,069,755
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Boston Foxborough
35 Foxborough Boulevard
Foxborough, Massachusetts
Service Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,401,884
HPT CY TRS, Inc.
Sonesta Select Boston Lowell
30 Industrial Avenue East
Lowell, Massachusetts
Service Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $667,819
HPT CY TRS, Inc.
Sonesta Select Boston Milford
10 Fortune Boulevard
Milford, Massachusetts
Service Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,132,917
HPT CY TRS, Inc.
Sonesta Select Boston Stoughton
200 Technology Center Drive
Stoughton, Massachusetts
Service Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,625,312
HPT TRS MRP, Inc.
Sonesta ES Suites Boston Westborough
25 Connector Road
Westborough, Massachusetts
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,548,210
HPT CY TRS, Inc.
Sonesta Select Boston Woburn
240 Mishawum Road
Woburn, Massachusetts
Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,249,898
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Detroit Ann Arbor
701 Waymarket Way
Ann Arbor, Michigan
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $836,303
HPT CY TRS, Inc.
Sonesta Select Detroit Auburn Hills
2550 Aimee Lane
Auburn Hills, Michigan
Service Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $885,821
HPT TRS MRP, Inc.
Sonesta Simply Suites Detroit Novi
42600 West Eleven Mile Road
Novi, Michigan
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,045,601
{S2733760; 8}    
4855-0607-4881, v.1

HPT TRS MRP, Inc.
Sonesta Select Detroit Novi
42700 W. Eleven Mile Road
Novi, Michigan
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,537,300
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Detroit Southfield
1 Corporate Drive
Southfield, Michigan
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,060,711
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Detroit Troy
2550 Troy Center Dr.
Troy, Michigan
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $834,407
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Detroit Warren
7010 Convention Boulevard
Warren, Michigan
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,023,967
HPT TRS MRP, Inc.
Sonesta ES Suites Detroit Warren
30120 North Civic Center Boulevard
Warren, Michigan
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,080,590
HPT CY TRS, Inc.
Sonesta Select Minneapolis
11391 Viking Drive
Eden Prairie, Minnesota
Service Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,209,162
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Minneapolis Richfield
351 West 77th Street
Minneapolis, Minnesota
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,220,324
HPT TRS IHG-2, Inc.
Sonesta Simply Suites St. Louis Earth City
3250 Rider Trail S.
Earth City, Missouri
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $775,948
HPT CY TRS, Inc.
Sonesta Select Kansas City Airport
7901 N.W. Tiffany Springs Parkway
Kansas City, Missouri
Service Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,329,895
{S2733760; 8}    
4855-0607-4881, v.1

HPT CY TRS, Inc.
Sonesta Select Kansas City South
500 E. 105th Street
Kansas City, Missouri
Service Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,439,687
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Las Vegas
4034 South Paradise Road
Las Vegas, Nevada
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $2,573,572
HPT TRS MRP, Inc.
Sonesta Select Las Vegas
1901 North Rainbow Boulevard
Las Vegas, Nevada
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,711,661
HPT TRS MRP, Inc.
Sonesta ES Suites Reno
9845 Gateway Drive
Reno, Nevada
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,133,156
SVC NJ TRS LLC
Sonesta Hamilton Park Morristown
175 Park Avenue
Florham Park, New Jersey
HPT IHG-2 Properties Trust Sonesta NJ LLC Full October 1, 2020 $5,484,939
SVC Jersey City TRS LLC
Sonesta Jersey City
21 2nd Street
Jersey City, New Jersey
HPT IHG-2 Properties Trust Sonesta Jersey City LLC Select December 1, 2020 $3,005,981
HPT CY TRS, Inc.
Sonesta Select Mahwah
140 Route 17 South
Mahwah, New Jersey
Service Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,745,901
SVC Morris Plains TRS LLC
Sonesta Parsippany Morris Plains
100 Candlewood Drive
Morris Plains, New Jersey
HPT IHG-2 Properties Trust Sonesta Morris Plains LLC Select December 1, 2020 $1,079,582
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Philadelphia Mount Laurel
4000 Crawford Place
Mount Laurel, New Jersey
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $877,530
{S2733760; 8}    
4855-0607-4881, v.1

SVC Gatehall Drive TRS LLC
Sonesta ES Suites Parsippany Morris Plains
3 Gatehall Drive
Parsippany, New Jersey
HPTMI Properties Trust Sonesta Gatehall Drive LLC Select February 12, 2021 $1,942,102
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Somerset
41 World’s Fair Drive
Somerset, New Jersey
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,020,029
HPT CY TRS, Inc.
Sonesta Select Tinton Falls
600 Hope Road
Tinton Falls, New Jersey
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $901,335
HPT CY TRS, Inc.
Sonesta Select Whippany
157 Route 10 East
Whippany, New Jersey
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,895,329
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Albuquerque
3025 Menaul Boulevard NE
Albuquerque, New Mexico
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,032,400
HPT TRS MRP, Inc.
Sonesta ES Suites Albuquerque
3300 Prospect Avenue, NE
Albuquerque, New Mexico
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 10, 2021 $1,950,319
SVC Nanuet TRS LLC
Sonesta Nanuet Rockland County
20 Overlook Boulevard
Nanuet, New York
HPT IHG-2 Properties Trust Sonesta Nanuet LLC Select December 1, 2020 $1,097,041
HPT TRS IHG-2, Inc.
Sonesta White Plains
66 Hale Avenue
White Plains, New York
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $7,237,772
HPT TRS MRP, Inc.
Sonesta ES Suites Raleigh Cary
2900 Regency Parkway
Cary, North Carolina
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,375,784
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HPT TRS IHG-2, Inc.
Sonesta Simply Suites Charlotte University
8812 University East Drive
Charlotte, North Carolina
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $974,464
HPT TRS IHG-2, Inc.
Sonesta Charlotte
5700 Westpark Drive
Charlotte, North Carolina
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $3,632,053
HPT CY TRS, Inc.
Sonesta Select Charlotte University
333 West W.T. Harris Boulevard
Charlotte, North Carolina
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,089,210
HPT TRS MRP, Inc.
Sonesta Select Durham
Highway 54 East 301 Residence Inn Blvd.
Durham, North Carolina
HPTMI Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,182,787
HPT CY TRS, Inc.
Sonesta Select Raleigh Durham Airport
2001 Hospitality Court
Morrisville, North Carolina
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,581,957
HPT TRS MRP, Inc.
Sonesta ES Suites Raleigh Durham Airport
2020 Hospitality Court
Morrisville, North Carolina
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,600,524
HPT TRS IHG-2, Inc.
Sonesta Columbus
33 East Nationwide Blvd.
Columbus, Ohio
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $5,357,317
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Columbus Airport
590 Taylor Road
Gahanna, Ohio
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $764,858
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Cleveland North Olmsted
24741 Country Club Blvd.
N. Olmstead, Ohio
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $907,042
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HPT TRS IHG-2, Inc.
Sonesta Simply Suites Oklahoma City Airport
4400 River Park Drive
Oklahoma City, Oklahoma
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $785,795
HPT TRS IHG-2, Inc.
Royal Sonesta Portland
506 SW Washington Street
Portland, Oregon
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $9,120,000
HPT TRS MRP, Inc.
Sonesta Select Allentown Bethlehem
2160 Motel Drive
Allentown, Pennsylvania
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,129,333
HPT TRS MRP, Inc.
Sonesta ES Suites Allentown Bethlehem
2180 Motel Drive
Bethlehem, Pennsylvania
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,267,308
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Philadelphia Willow Grove
250 Business Center Drive
Horsham, Pennsylvania
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $918,845
HPT CY TRS, Inc.
Sonesta Select Philadelphia Airport
8900 Bartram Avenue
Philadelphia, Pennsylvania
Service Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $1,301,829
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Pittsburgh Airport
100 Chauvet Drive
Pittsburgh, Pennsylvania
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,006,515
HPT CY TRS, Inc.
Sonesta Select Newport Middletown
9 Commerce Drive
Middletown, Rhode Island
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,638,525
HPT CY TRS, Inc.
Sonesta Select Spartanburg
110 Mobile Drive
Spartanburg, South Carolina
HPTCY Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $741,709
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HPT TRS MRP, Inc.
Sonesta ES Suites Nashville Brentwood
206 Ward Circle
Brentwood, Tennessee
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,356,807
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Nashville Brentwood
5129 Virginia Way
Brentwood, Tennessee
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $986,474
HPT CY TRS, Inc.
Sonesta Select Chattanooga
2210 Bams Drive
Chattanooga, Tennessee
HPTCY Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,379,931
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Knoxville
10206 Parkside Drive
Knoxville, Tennessee
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $568,242
HPT TRS MRP, Inc.
Sonesta Nashville Airport
600 Marriott Drive
Nashville, Tennessee
HPTMI Properties Trust Sonesta International Hotels Corporation Full March 2, 2021 $4,905,128
HPT TRS MRP, Inc.
Sonesta Select Nashville Airport Suites
1100 Airport Center Drive
Nashville, Tennessee
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 8, 2021 $1,571,649
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Arlington
2221 Brookhollow Plaza Dr.
Arlington, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $798,280
HPT TRS IHG-2, Inc.
The Stephen F Austin Royal Sonesta Hotel
701 Congress Avenue
Austin, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $4,948,054
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Austin
South
4320 IH 35 Frontage Road
Austin, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,090,683
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HPT TRS IHG-2, Inc.
Sonesta Simply Suites Austin Arboretum
9701 Stonelake Boulevard
Austin, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,151,626
HPT TRS IHG-2, Inc.
Sonesta ES Suites Austin Arboretum
10201 Stonelake Boulevard
Austin, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,341,256
HPT TRS MRP, Inc.
Sonesta ES Suites Dallas Market Center
6950 North Stemmons Freeway
Dallas, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $2,164,518
Cambridge TRS, Inc.
Sonesta Suites Dallas Park Central
7800 Alpha Road
Dallas, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full September 25, 2020 $1,917,163
Cambridge TRS, Inc.
Sonesta ES Suites Dallas Park Central
7880 Alpha Road
Dallas, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select September 25, 2020 $731,079
HPT CY TRS, Inc.
Sonesta Select Dallas Central Expressway
10325 N. Central Expressway
Dallas, Texas
Service Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,457,462
HPT TRS MRP, Inc.
Sonesta ES Suites Dallas Central Expressway
10333 North Central Expressway
Dallas, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,102,454
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Dallas Richardson
12525 Greenville Ave.
Dallas, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $849,104
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Dallas Galleria
13939 Noel Road
Dallas, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $947,901
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HPT TRS MRP, Inc.
Sonesta Select Fort Worth
3751 NE Loop 820
Fort Worth, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select December 15, 2020 $1,610,533
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Fort Worth
5201 Endicott Avenue
Fort Worth, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $633,173
HPT TRS MRP, Inc.
Sonesta ES Suites Fort Worth
5801 Sandshell Drive
Fort Worth, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,192,817
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Houston Clear Lake
2737 Bay Area Boulevard
Houston, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $876,441
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Houston Galleria
4900 Loop Central Drive
Houston, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $846,728
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Houston City Centre
10503 Town & Country Way
Houston, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $985,633
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Houston Westchase
4033 W. Sam Houston Parkway
Houston, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $975,908
HPT TRS IHG-2, Inc.
Sonesta ES Suites Dallas – Las Colinas
1201 Executive Circle
Irving, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $952,953
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Dallas Las Colinas
5300 Green Park Drive
Irving, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,090,057
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HPT TRS IHG-2, Inc.
Sonesta Simply Suites Plano
4701 Legacy Drive
Plano, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $884,916
HPT TRS MRP, Inc.
Sonesta ES Suites Dallas Richardson
1040 Waterwood Drive
Richardson, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,302,125
HPT TRS MRP, Inc.
Sonesta Select Dallas Richardson
2191 N. Greenville Avenue
Richardson, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,327,644
HPT TRS MRP, Inc.
Sonesta ES Suites San Antonio Downtown
425 Bonham Street
San Antonio, Texas
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $2,444,321
HPT TRS IHG-2, Inc.
Sonesta Simply Suites San Antonio Northwest
9350 IH 10 West
San Antonio, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $637,813
HPT TRS IHG-2, Inc.
Sonesta ES Suites San Antonio Northwest
4320 Spectrum One
San Antonio, Texas
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,275,847
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Salt Lake City Airport
2170 West North Temple
Salt Lake City, Utah
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $914,023
HPT CY TRS, Inc.
Sonesta Select Arlington
1533 Clarendon Boulevard
Arlington, Virginia
HPTCY Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $2,379,524
HPT TRS MRP, Inc.
Sonesta ES Suites Charlottesville
1111 Millmont Street
Charlottesville, Virginia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,068,424
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HPT TRS MRP, Inc.
Sonesta ES Suites Fairfax
12815 Fairlakes Parkway
Fairfax, Virginia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 1, 2021 $1,290,298
HPT TRS MRP, Inc.
Sonesta Simply Suites Falls Church
205 Hillwood Avenue
Falls Church, Virginia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,287,350
HPT TRS IHG-2, Inc.
Sonesta Simply Suites Hampton
401 Butler Farm Road
Hampton, Virginia
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $811,758
HPT TRS IHG-2, Inc.
Sonesta ES Suites Dulles Airport
13700 Coppermine Rd.
Herndon, Virginia
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,940,640
HPT CY TRS, Inc.
Sonesta Select Seattle Bellevue
14615 NE 29th Place
Bellevue, Washington
Service Properties Trust Sonesta International Hotels Corporation Select February 3, 2021 $1,679,798
HPT TRS MRP, Inc.
Sonesta Select Seattle Renton
200 SW 19th Street
Renton, Washington
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,283,265
HPT TRS MRP, Inc.
Sonesta Simply Suites Seattle Renton
300 SW 19th Street
Renton, Washington
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 5, 2021 $1,712,304
HPT TRS IHG-2, Inc.
The Alexis Royal Sonesta Hotel
1007 First Avenue
Seattle, Washington
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $6,510,194
HPT TRS IHG-2, Inc.
Sonesta ES Suites Vancouver – Portland West
7301 NE 41st Street
Vancouver, Washington
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Select December 1, 2020 $1,379,753
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HPT TRS MRP, Inc.
Sonesta ES Suites Charleston
200 Hotel Circle
Charleston, West Virginia
HPTMI Properties Trust Sonesta International Hotels Corporation Select February 12, 2021 $1,102,408
HPT CY TRS, Inc.
Sonesta Select Milwaukee Brookfield
16865 W. Bluemound Road
Brookfield, Wisconsin
Service Properties Trust Sonesta International Hotels Corporation Select March 2, 2021 $1,260,484
HPT TRS IHG-2, Inc.
Sonesta Milwaukee West
10499 Innovation Drive
Milwaukee, Wisconsin
HPT IHG-2 Properties Trust Sonesta International Hotels Corporation Full December 1, 2020 $2,400,000
HPT TRS IHG-2, Inc.
The Yorkville Royal Sonesta Hotel
220 Bloor Street
Toronto, Ontario
HPT IHG Canada Properties Trust Sonesta Toronto ULC Full December 15, 2020 $3,668,265
HPT TRS IHG-2, Inc.
Sonesta ES Suites Toronto
355 South Park Road
Toronto, Ontario
HPT IHG Canada Properties Trust Sonesta Canada ULC Select December 15, 2020 $1,577,349
SVC San Juan TRS LLC
Royal Sonesta San Juan
5961 Isla Verde Avenue
Carolina, Puerto Rico
HPT IHG PR, Inc. Sonesta San Juan LLC Full December 15, 2020 $7,907,991
HPT TRS MRP, Inc.
Royal Sonesta Kaua’i Resort
3610 Rice Street
Lihue-Kauai, Hawaii
HPTMI Hawaii, Inc. Sonesta International Hotels Corporation Full March 24, 2021 $8,990,418
Cambridge TRS, Inc.
Sonesta Select Tucson Airport
6885 South Tucson Boulevard
Tucson, Arizona
HPT Suite Properties Trust Sonesta International Hotels Corporation Select June 1, 2021 $1,017,816.96
Cambridge TRS, Inc.
Sonesta Select Atlanta Duluth
3530 Venture Parkway
Duluth, Georgia
HPT Suite Properties Trust Sonesta International Hotels Corporation Select June 1, 2021 $1,112,364.60
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Cambridge TRS, Inc.
Sonesta Select Fort Wayne
111 W. Washington Center Rd.
Fort Wayne, Indiana
HPT Suite Properties Trust Sonesta International Hotels Corporation Select June 1, 2021 $880,572.72
Cambridge TRS, Inc.
Sonesta Select Kansas City
Airport Prairie View
7600 NW 97th Terrace
Kansas City, Missouri
HPT Suite Properties Trust Sonesta International Hotels Corporation Select June 1, 2021 $886,084.20
Cambridge TRS, Inc.
Sonesta Select Austin North
7522 N. Interstate Highway 35
Austin, Texas
HPT Suite Properties Trust Sonesta International Hotels Corporation Select June 1, 2021 $977,459.88
SVC Minneapolis TRS LLC
The Royal Sonesta Minneapolis
35 S 7th Street
Minneapolis, Minnesota
HPTWN Properties Trust Sonesta Minneapolis LLC Full November 1, 2021 $6,186,832


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Exhibit 10.3

POOLING AGREEMENT
(CONVERSION HOTELS)
 
THIS POOLING AGREEMENT (this “Agreement”) is executed on December 15, 2020, but is made effective as of September 18, 2020, by and among Sonesta International Hotels Corporation, a Maryland corporation, and the other parties listed on Schedule A, as managers (each a “Manager” and collectively, “Managers”), and the parties listed on Schedule B, as owners (each an “Owner” and collectively, “Owners”).
 
RECITALS:
 
WHEREAS, contemporaneously with or prior to the execution of this Agreement, each Owner has entered into a Master Management Agreement or a Management Agreement with a Manager, as listed on Schedule C (each a “Management Agreement” and collectively, the “Management Agreements”) with respect to the real estate and personal property described in Schedule D opposite such Owner’s name which is operated as a full service or a select service hotel (each a “Hotel” and collectively, the “Hotels”).
 
WHEREAS, Owners and Managers desire to pool working capital for each of the Hotels and all revenues and reserves from operation of each of the Hotels for purposes of paying operating expenses of the Hotels and fees and other amounts due to Managers and Owners under the Management Agreements.
 
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, each Owner and each Manager agree as follows:
 
ARTICLE I
DEFINED TERMS
 
1.01.Definitions.  Capitalized terms used, but not otherwise defined in this Agreement shall have the meanings given to such terms in the Management Agreements. The following capitalized terms as used in this Agreement shall have the meanings set forth below:
 
“Additional Hotel” is defined in Section 6.01.
 
“Additional Manager” is defined in Section 6.01.

“Additional Owner” is defined in Section 6.01.

“Agreement” is defined in the Preamble.
 
“Aggregate Additional Manager Advances” means the sum of Additional Manager Advances under all Management Agreements.
 
    
4883-2871-0401, v.1

“Aggregate Annual Operating Statement” is defined in Article IV.
 
“Aggregate Base Management Fee” means an amount equal to 3% of the Aggregate Gross Revenues attributable to full service Hotels and 5% of the Aggregate Gross Revenues attributable to select service Hotels.
 
“Aggregate Deductions” means the sum of Deductions of the Hotels.

“Aggregate FF&E Reserve Deposit” means, with respect to each Year or portion thereof, an amount equal to five percent (5%) of Aggregate Gross Revenues.

“Aggregate Gross Room Revenues” means the sum of Gross Room Revenues of the Hotels.

“Aggregate Gross Revenues” means the sum of Gross Revenues of the Hotels.
 
“Aggregate Monthly Statement” is defined in Article IV.
 
“Aggregate Operating Profit” means an amount equal to Aggregate Gross Revenues less Aggregate Deductions.
 
“Aggregate Owner Advances” means the sum of Owner Advances under all Management Agreements.
  
“Aggregate Owner’s Priority” means the sum of the Owner’s Priority for the Hotels.

“Aggregate Owner’s Residual Payment” means, with respect to each Year or portion thereof an amount equal to Aggregate Operating Profit remaining after deducting amounts paid or payable in respect of Aggregate Owner’s Priority, Aggregate Reimbursable Advances, the Aggregate FF&E Reserve Deposit and the Aggregate Incentive Management Fee for such Year.
 
“Aggregate Reservation Fee” means for each Year or portion thereof an amount equal to one and one-half percent (1.5%) of Aggregate Gross Room Revenues.
 
“Aggregate Reimbursable Advances” means the sum of Reimbursable Advances of the Hotels.
“Aggregate System Fee” means with respect to each Year or portion thereof an amount equal to one and one-half percent (1.5%) of Aggregate Gross Revenues.
 
“Effective Date” means, with respect to each Hotel, the date listed as the Effective Date for such Hotel on Schedule D.

“Hotel” and “Hotels” are defined in the Recitals.
 
“Landlord(s)” means the owner of the Hotel(s) set forth on Schedule D.
 
“Management Agreement” and “Management Agreements” are defined in the Recitals.
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4883-2871-0401, v.1

 
“Manager” and “Managers” are defined in the Preamble.

“Owner” and “Owners” are defined in the Preamble.

“Pooled FF&E Reserves” is defined in Section 5.01.B.

“Pooled FF&E Reserve Account” is defined in Section 5.01.B.
 
ARTICLE II
GENERAL
 
The parties agree that from and after the Effective Date for each Hotel, so long as such Hotel is subject to this Agreement, all Working Capital and all Gross Revenues of such Hotel shall be pooled pursuant to this Agreement and disbursed to pay all Aggregate Deductions, fees and other amounts due to Managers and Owners (not including amounts due pursuant to Section 11.18 of the Management Agreements) with respect to the Hotels and that the corresponding provisions of each Management Agreement shall be superseded as provided in Section 3.03. 

 
ARTICLE III
PRIORITIES FOR DISTRIBUTION
OF AGGREGATE GROSS REVENUES
 
3.01.    Priorities for Distribution of Aggregate Gross Revenues.  Aggregate Gross Revenues shall be distributed in the following order of priority:
 
A.First, to pay all Aggregate Deductions (excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee);

B.Second, to Managers, an amount equal to the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee;

C.Third, to Owners, an amount equal to Aggregate Owner’s Priority;

D.Fourth, pari passu, (i) to Owners, in an amount necessary to reimburse Owners for all Aggregate Owner Advances which have not yet been repaid pursuant to this Section 3.01, and (ii) to Managers, in an amount necessary to reimburse Managers for all Aggregate Additional Manager Advances which have not yet been repaid pursuant to this Section 3.01.  If at any time the amounts available for distribution to Owners and Managers pursuant to this Section 3.01 are insufficient (a) to repay all outstanding Aggregate Owner Advances, and (b) all outstanding Aggregate Additional Manager Advances, then Owners and Managers shall be paid from such amounts the amount obtained by multiplying a number equal to the amount of the funds available for distribution by a fraction, the numerator of which is the sum of all outstanding Aggregate Owner Advances, or all
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4883-2871-0401, v.1

outstanding Aggregate Additional Manager Advances, as the case may be, and the denominator of which is the sum of all outstanding Aggregate Owner Advances plus the sum of all outstanding Aggregate Additional Manager Advances;

E.Fifth, to the Pooled FF&E Reserve Account, an amount equal to the Aggregate FF&E Reserve Deposit;

F.Finally, to Owners, the Aggregate Owner’s Residual Payment.
 
3.02.    Timing of Payments.

A.     Payment of the Aggregate Deductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority, the Aggregate FF&E Reserve Deposit, and the Aggregate Owner’s Residual Payment shall be paid on or before the twentieth (20th) day after the end of each calendar month, based upon Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Statement for such month. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner’s Priority is not paid when due, it shall accrue interest at the Interest Rate. Calculations and payments of the Aggregate FF&E Reserve Deposit and/or the Aggregate Owner’s Residual Payment with respect to each calendar month within a calendar year shall be accounted for cumulatively based upon the year-to-date Aggregate Operating Profit as reflected in the Aggregate Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audit conducted pursuant to Section 4.02 of the Management Agreements.
 
B.     Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months.
 
C.     Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year and shall be cumulative from one Year to the next.
 
D.     The Aggregate Owner’s Priority, the Pooled FF&E Reserves and the Aggregate Owner’s Residual Payment shall be allocated among Owners as Owners shall determine in their sole discretion and Managers shall have no responsibility or liability in connection therewith.
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4883-2871-0401, v.1

The Aggregate Incentive Management Fee, Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.
 
3.03.    Relationship with Management Agreements.  For as long as this Agreement is in effect with respect to a Hotel, the provisions of Sections 3.01 and 3.02 shall supersede Sections 3.02 and 3.03 of the Management Agreement then in effect with the applicable Hotel.
 
ARTICLE IV
FINANCIAL STATEMENTS
 
Managers shall prepare and deliver the following financial statements to Owners:
 
(a)Within fifteen (15) days after the close of each calendar month, Managers shall deliver an accounting to Owners showing Aggregate Gross Revenues, Aggregate Gross Room Revenues, occupancy percentage and average daily rate, Aggregate Deductions, Aggregate Operating Profit, and applications and distributions thereof for the preceding calendar month and year-to-date (“Aggregate Monthly Statement”).
 
(b)Within forty-five (45) days after the end of each Year, Managers shall deliver to Owners and Landlords a statement (the “Aggregate Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotels for the immediately preceding Year and an Officer’s Certificate setting forth the totals of Aggregate Gross Revenues, Aggregate Deductions, and the calculation of the Aggregate Owner’s Residual Payment for the preceding Year and certifying that such Aggregate Annual Operating Statement is true and correct. Managers and Owners shall, within ten (10) Business Days after Owner’s receipt of such statement, make any adjustments, by cash payment, in the amounts paid or retained for such Year as are required because of variances between the Aggregate Monthly Statements and the Aggregate Annual Operating Statement. Any payments shall be made together with interest at the Interest Rate from the date such amounts were due or paid, as the case may be, until paid or repaid. The Aggregate Annual Operating Statement shall be controlling over the Aggregate Monthly Statements and shall be final, subject to adjustments required as a result of an audit requested by Owners or Landlords pursuant to Section 4.02.B of the Management Agreements.

(c)Managers shall also prepare and deliver such other statements or reports as any Owners may, from time to time, reasonably request.
 
The financial statements delivered pursuant to this Article IV are in addition to any financial statements required to be prepared and delivered pursuant to the Management Agreements.
 
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4883-2871-0401, v.1

ARTICLE V
ACCOUNTS
 
5.01.    Accounts; Pooled FF&E Reserve Account.

A.     Subject to Section 5.01.B, all Working Capital and all Gross Revenues of each of the Hotels may, until applied in accordance with this Agreement and the applicable Management Agreements, be pooled and deposited in one or more bank accounts in the name(s) of Owners designated by Managers, which accounts may, except as required by any Mortgage and related loan documentation or applicable law, be commingled accounts containing other funds owned by or managed by Managers.

B.     Managers shall establish an interest-bearing account, in the name of Cambridge TRS, Inc., in a bank designated by Manager (and approved by Owners, such approval not to be unreasonably withheld), into which all FF&E Reserve Deposits and any other amounts to be deposited into an FF&E Reserve Account under a Management Agreement shall be paid (the “Pooled FF&E Reserve Account”). Funds on deposit in the Pooled FF&E Reserve Account (the “Pooled FF&E Reserves”) shall not be commingled with any other funds without Owners’ consent, and the Pooled FF&E Reserves shall be withdrawn from the Pooled FF&E Reserve Account and applied by Managers only to the extent they are permitted to withdraw and apply FF&E Reserves under a Management Agreement.

C.     Managers shall be authorized to access the accounts above without the approval of Owners, subject to (i) any limitation on the maximum amount of any check, if any, established between Managers and Owners as part of the Annual Operating Projections, and (ii) in the case of the Pooled FF&E Reserve Account, such other limitations as maybe set forth in the Management Agreements. One or more Owners shall be a signatory on all accounts maintained with respect to each Hotel, and Owners shall have the right to require that one or more Owners’ signature be required on all checks/withdrawals after the occurrence of a Manager Event of Default. Owners shall provide such instructions to the applicable bank(s) as are necessary to permit Managers to implement Managers’ rights and obligations under this Agreement. The failure of any Owner to provide such instructions shall relieve any Manager of its obligations hereunder until such time as such failure is cured.


ARTICLE VI
ADDITION AND REMOVAL OF HOTELS
 
6.01.    Addition of Hotels.  At any time and from time to time, if a Manager or any Affiliate of Manager (an “Additional Manager”) and any Owner or any Affiliate of an Owner (an “Additional Owner”) add an additional Hotel (an “Additional Hotel”) to an existing Management Agreement or enter into a management agreement for the operation of an Additional Hotel, the Additional Owner may become a party to this Agreement by signing an accession agreement confirming the applicability of this Agreement to such Additional Hotel, provided if the Additional Owner is then a party to this Agreement, the Additional Hotel may be made subject to this Agreement by such Additional Owner and Manager amending and restating the applicable Schedules. If an Additional Hotel is made subject to this Agreement other than on
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4883-2871-0401, v.1

the first day of a calendar month, the parties shall include such prorated amounts of the Gross Revenues and Deductions (and other amounts as may be necessary) applicable to the Additional Hotel for such calendar month, as mutually agreed in their reasonable judgment, in the calculation of Aggregate Gross Revenues and Aggregate Deductions (and other amounts as may be necessary) for the calendar month in which the Additional Hotel became subject to this Agreement and shall make any other prorations, adjustments, allocations and changes required. Additionally, any amounts held as Working Capital for the Additional Hotel or to fund capital expenditures, if any, shall be held by Managers under this Agreement.
 
6.02.    Removal of Hotels. From and after the date of termination of any Management Agreement with respect to any Hotel, such Hotel shall no longer be subject to this Agreement. If the termination occurs on a day other than the last day of a calendar month, the parties shall exclude such prorated amounts of the Gross Revenues and Deduction (and other amounts as may be necessary) applicable to such Hotel for such calendar month, as mutually agreed in their reasonable judgment, in the calculation of Aggregate Gross Revenues and Aggregate Deductions (and other amounts as may be necessary) for the calendar month in which the termination occurred. Additionally, Owners and Managers, acting reasonably, shall mutually agree to the portion of the Aggregate Working Capital and Aggregate Gross Revenues allocable to the Hotel being removed from this Agreement and the amount of the Aggregate Working Capital, Aggregate Gross Revenues so allocated and any amounts held to fund capital expenditures, shall be remitted to the relevant Owner and the relevant Owner and relevant Manager shall make any other prorations, adjustments, allocations and changes required.
 
ARTICLE VII
TERM AND TERMINATION
 
7.01.    Term.  This Agreement shall continue and remain in effect indefinitely unless terminated pursuant to Section 7.02.
 
7.02.     Termination.  This Agreement may be terminated as follows:
 
(a)By the mutual consent of Managers and Owners which are parties to this Agreement.

(b)Automatically, if all Management Agreements terminate or expire in their entirety for any reason.

(c)By Managers, if any or all Owners do not cure a material breach of this Agreement by any Owner or Landlord within thirty (30) days of written notice of such breach from any Manager and if such breach is not cured, it shall be an Owner Event of Default under the Management Agreements.

(d)By Owners, if any or all Managers do not cure a material breach of this Agreement by any Manager within thirty (30) days of written notice of such breach from any Owner and if such breach is not cured, it shall be a Manager Event of Default under the Management Agreements.
 
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7.03.    Effect of Termination.  Upon the termination of this Agreement, except as otherwise provided in Section 8.04.B. of the Management Agreements, Managers shall be compensated for their services only through the date of termination and all amounts remaining in any accounts maintained by Managers pursuant to Article V, after payment of such amounts as may be due to Managers hereunder, shall be distributed to Owners. Notwithstanding the foregoing, upon the termination of any single Management Agreement, pooled funds shall be allocated as described in Section 6.02.
 
7.04.    Survival.  The following Sections of this Agreement shall survive the termination of this Agreement: Section 7.03 and Article VIII.
 
ARTICLE VIII
MISCELLANEOUS PROVISIONS
 
8.01.    Notices.  All notices, demands, consents, approvals, and requests given by any party to another party hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon confirmation of receipt, or on the next business day if transmitted by nationally recognized overnight courier, to the parties at the following addresses:
 
To Owners:
 
Cambridge TRS, Inc.
Two Newton Place
255 Washington Street
Newton, Massachusetts 02458
Attn:  President
 
To Managers:
 
Sonesta International Hotels Corporation
Two Newton Place
255 Washington Street
Newton, Massachusetts 02458
Attn:  President
 
8.02.     Applicable Law; Arbitration.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the Commonwealth of Massachusetts, with regard to its “choice of law” rules. Any “Dispute” (as such term is defined in the Management Agreements) under this Agreement shall be resolved through final and binding arbitration conducted in accordance with the procedures and with the effect of, arbitration as provided for in the Management Agreements.
 
8.03.    Severability.  If any term or provision of this Agreement or the application thereof in any circumstance is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.
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8.04.    Gender and Number.  Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine, and neuter, and the number of all words herein shall include the singular and plural.
 
8.05.    Headings and Interpretation.  The descriptive headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. References to “Section” in this Agreement shall be a reference to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by “without limitation.” The words “hereof,” “herein,” “hereby,” and “hereunder, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision unless otherwise indicated. The word “or” shall not be exclusive. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting.
 
8.06.    Confidentiality of Information.  Any information exchanged between a Manager and each Owner pursuant to the terms and conditions of this Agreement shall be subject to Section 11.06 of the Management Agreements.
 
8.07.    Assignment.  Neither any Manager nor any Owner may assign its rights and obligations under this Agreement to any other Person without the prior written consent of the other parties.
 
8.08.    Entire Agreement; Construction; Amendment.  With respect to the subject matter hereof, this Agreement supersedes all previous contracts and understandings between the parties and constitutes the entire Agreement between the parties with respect to the subject matter hereof. Accordingly, in the event of any conflict between the provisions of this Agreement and the Management Agreements, the provisions of this Agreement shall control, and the provisions of the Management Agreements are deemed amended and modified, in each case as required to give effect to the intent of the parties in this Agreement. All other terms and conditions of the Management Agreements shall remain in full force and effect; provided that, to the extent that compliance with this Agreement shall cause a default, breach or other violation of the Management Agreement by one party, the other party waives any right of termination, indemnity, arbitration or otherwise under the Management Agreement related to that specific default, breach or other violations, to the extent caused by compliance with this Agreement. This Agreement may not be modified, altered or amended in any manner except by an amendment in writing, duly executed by the parties hereto.
 
8.09.    Third Party Beneficiaries.  The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors, heirs, legal representatives or permitted assigns of each of the parties hereto and except for Landlord(s), which are intended third party beneficiaries, no Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.



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[Remainder of page intentionally left blank; Signature page follows]
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4883-2871-0401, v.1

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement with the intention of creating an instrument under seal.

                    MANAGERS:

SONESTA INTERNATIONAL HOTELS CORPORATION, a Maryland corporation


By: /s/ Carlos R. Flores                           
Carlos R. Flores
President and Chief Executive Officer


SONESTA JERSEY CITY LLC,
SONESTA MORRIS PLAINS LLC,
SONESTA NANUET LLC,
SONESTA NJ LLC,
SONESTA RANDOLPH STREET LLC,
SONESTA REDONDO BEACH LLC,
SONESTA SAN JUAN LLC,
SONESTA STATE STREET LLC,
each a Maryland limited liability company


By: /s/ Carlos R. Flores                              
Carlos R. Flores
President and Chief Executive Officer


SONESTA CANADA ULC,
SONESTA TORONTO ULC,
each a British Columbian unlimited liability company


By: /s/ Carlos R. Flores                              
Carlos R. Flores
President and Chief Executive Officer


[Signature Page to Pooling Agreement]
4883-2871-0401, v.1

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement with the intention of creating an instrument under seal.

OWNERS:

CAMBRIDGE TRS, INC.,
HPT CY TRS, INC.,
HPT TRS IHG-2, INC.,
HPT TRS MRP, INC.,
each a Maryland corporation


By: /s/ John G. Murray                               
John G. Murray
President and Chief Executive Officer


HPT STATE STREET TRS LLC,
SVC JERSEY CITY TRS LLC,
SVC MORRIS PLAINS TRS LLC,
SVC NANUET TRS LLC,
SVC RANDOLPH STREET TRS LLC,
SVC REDONDO BEACH TRS LLC,
each a Maryland limited liability company


By: /s/ John G. Murray                               
John G. Murray
President and Chief Executive Officer


SVC SAN JUAN LLC,
a Puerto Rico limited liability company


By: /s/ John G. Murray                               
John G. Murray
President and Chief Executive Officer

[Signature Page to Pooling Agreement]
4883-2871-0401, v.1

SCHEDULE A
 
MANAGERS
 
Sonesta Canada ULC
Sonesta Gatehall Drive LLC
Sonesta International Hotels Corporation
Sonesta Jersey City LLC
Sonesta Minneapolis LLC
Sonesta Morris Plains LLC
Sonesta Nanuet LLC
Sonesta NJ LLC
Sonesta Randolph Street LLC
Sonesta Redondo Beach LLC
Sonesta San Juan LLC
Sonesta State Street LLC
Sonesta Toronto ULC
    
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SCHEDULE B
 
OWNERS
 
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 Minneapolis 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
SVC San Juan TRS LLC

    
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SCHEDULE C
MANAGEMENT AGREEMENTS
1.Master Management Agreement, dated as of September 25, 2020, between Sonesta International Hotels Corporation and Cambridge TRS, Inc.
2.Management Agreement, dated as of October 1, 2020, between Sonesta NJ LLC and SVC NJ TRS LLC.
3.Master Management Agreement, executed on November 25, 2020, but effective as of December 1, 2020, between Sonesta International Hotels Corporation and HPT TRS IHG-2, Inc.
4.Management Agreement, dated as of December 1, 2020, between Sonesta Redondo Beach LLC and SVC Redondo Beach TRS LLC.
5.Management Agreement, dated as of December 1, 2020, between Sonesta Randolph Street LLC and SVC Randolph Street TRS LLC.
6.Management Agreement, dated as of December 1, 2020, between Sonesta State Street LLC and HPT State Street TRS LLC.
7.Management Agreement, dated as of December 1, 2020, between Sonesta Jersey City LLC and SVC Jersey City TRS LLC.
8.Management Agreement, dated as of December 1, 2020, between Sonesta Morris Plains LLC and SVC Morris Plains TRS LLC.
9.Management Agreement, dated as of December 1, 2020, between Sonesta Nanuet LLC and SVC Nanuet TRS LLC. (Nanuet Hotel)
10.Management Agreement, dated as of December 15, 2020, between Sonesta San Juan LLC and SVC San Juan TRS LLC.
11.Management Agreement, dated as of December 15, 2020, between Sonesta Canada ULC and HPT TRS IHG-2, Inc.
12.Management Agreement, dated as of December 15, 2020, between Sonesta Toronto ULC and HPT TRS IHG-2, Inc.
13.Master Management Agreement, dated as of December 15, 2020, between Sonesta International Hotels Corporation and HPT CY TRS, Inc., as amended.
14.Master Management Agreement, dated as of December 15, 2020, between Sonesta International Hotels Corporation and HPT TRS MRP, Inc., as amended.
    
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15.Management Agreement, dated as of February 12, 2021, between Sonesta Gatehall Drive LLC and SVC Gatehall Drive TRS LLC.
16.Management Agreement, dated as of March 2, 2021, but to become effective as of March 24, 2021, between Sonesta International Hotels Corporation and HPT TRS MRP, Inc.
17.Master Management Agreement, dated as of June 1, 2021, between Sonesta International Hotels Corporation and Cambridge TRS, Inc.
18.Management Agreement, dated as of November 1, 2021, between Sonesta Minneapolis LLC and SVC Minneapolis TRS LLC.

    
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SCHEDULE D
HOTELS
Hotel Name Street Address City State Effective
Date
Sonesta Simply Suites
Birmingham 		600 Corporate Ridge Dr Birmingham AL 12/01/2020
Sonesta ES Suites Birmingham Homewood 50 State Farm Parkway Birmingham AL 02/08/2021
Sonesta Select Birmingham 4300 Colonade Parkway Birmingham AL 02/08/2021
Sonesta Simply Suites
Huntsville 		201 Exchange Pl Huntsville AL 12/01/2020
Sonesta Select Phoenix Chandler 920 North 54th Street Chandler AZ 02/08/2021
Sonesta Simply Suites
Phoenix 		11411
N Black Canyon Hwy 		Phoenix AZ 12/01/2020
Sonesta Select Phoenix Camelback 2101 E. Camelback Road Phoenix AZ 02/08/2021
Sonesta Select Scottsdale at Mayo Clinic Campus 13444 E. Shea Boulevard Scottsdale AZ 02/08/2021
Sonesta ES Suites Scottsdale 6040 North Scottsdale Road Scottsdale AZ 02/10/2021
Sonesta Simply Suites Scottsdale North 10740 North 90th Street Scottsdale AZ 02/10/2021
Sonesta Select Tempe 601 South Ash Avenue Tempe AZ 02/12/2021
Sonesta Simply Suites
Phoenix Tempe 		1335 W Baseline Road Tempe AZ 12/01/2020
Sonesta ES Suites Tempe 5075 South Priest Drive Tempe AZ 02/12/2021
Sonesta Select Tucson Airport 6885 South Tucson Blvd. Tucson AZ 06/02/2021
Sonesta ES Suites
Anaheim 		1855
S Manchester Avenue 		Anaheim CA 12/01/2020
Sonesta
Anaheim 		1915
S Manchester Avenue 		Anaheim CA 12/01/2020
Sonesta Select Camarillo 4994 Verdugo Way Camarillo CA 02/01/2021
Sonesta ES Suites
Chatsworth 		21902 Lassen Chatsworth CA 12/01/2020
Sonesta Select Los Angeles LAX 2000 E. Mariposa Avenue El Segundo CA 02/01/2021
Sonesta Emeryville 5555 Shellmound Street Emeryville CA 03/02/2021
    
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Sonesta ES Suites Huntington Beach 9930 Slater Avenue Fountain Valley CA 02/03/2021
Sonesta Select Huntington Beach 9950 Slater Road Fountain Valley CA 02/03/2021
Sonesta ES Suites Fresno 5322 North Diana Avenue Fresno CA 02/03/2021
Sonesta Simply Suites
Anaheim 		12901
Garden Grove Blvd 		Garden Grove CA 12/01/2020
Sonesta Simply Suites
Orange Cty. Spectrum Cntr. 		16150 Sand Canyon Ave Irvine CA 12/01/2020
Sonesta Select Laguna Hills 23175 Avenida de la Carlota Laguna Hills CA 02/03/2021
Sonesta Simply Suites
Orange County Irvine 		3 South Pointe Drive Lake Forest CA 12/01/2020
Sonesta
Los Angeles Airport 		5985 W Century Blvd Los Angeles CA 12/01/2020
Sonesta
San Jose 		777 Bellew Drive Milpitas CA 12/01/2020
Sonesta Select Pleasant Hill 2250 Contra Costa Boulevard Pleasant Hill CA 02/01/2021
Sonesta
Redondo Beach & Marina 		300 North Harbor Drive Redondo Beach CA 12/01/2020
Sonesta ES Suites
San Francisco Airport 		1350 Huntington Ave San Bruno CA 12/01/2020
Sonesta ES Suites
San Diego 		11855 Avenue of Industry San Diego CA 12/01/2020
Sonesta ES Suites
San Diego Sorrento Mesa 		6639 Mira Mesa Blvd San Diego CA 12/01/2020
Sonesta ES Suites Carmel Mountain 11002 Rancho Carmel Drive San Diego CA 02/01/2021
Sonesta ES Suites
San Jose Airport 		1602 Crane Court San Jose CA 12/01/2020
Sonesta Select San Jose Airport 1727 Technology Drive San Jose CA 02/05/2021
Sonesta Select San Ramon 18090 San Ramon Valley Boulevard San Ramon CA 02/03/2021
Sonesta Simply Suites
Orange County Airport 		2600 Red Hill Avenue Santa Ana CA 12/01/2020
Sonesta Simply Suites
 Santa Clara
481 El Camino Real Santa Clara CA 12/01/2020
Sonesta Select San Francisco Airport 1300 Veterans Boulevard South San Francisco CA 03/02/2021
Sonesta ES Suites
San Francisco Airport
Oyster Point 		1350 Veterans Boulevard South San Francisco CA 03/02/2021
Sonesta ES Suites
Sunnyvale 		900 Hamlin Ct Sunnyvale CA 12/01/2020
    
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Sonesta Select Los Angeles Torrance 1925 W. 190th Street Torrance CA 02/05/2021
Sonesta ES Suites
Torrance Redondo Beach 		19901 Prairie Ave Torrance CA 12/01/2020
Sonesta
Denver 		1450 Glenarm Place Denver CO 12/01/2020
Sonesta Simply Suites
Denver Federal Center 		895 Tabor Street Lakewood CO 12/01/2020
Sonesta ES Suites
Denver South 		7820 Park Meadows Drive Lonetree CO 12/01/2020
Sonesta Select Newark 48 Geoffrey Drive Newark DE 02/10/2021
Royal Sonesta
Washington DC 		2121 P Street NW Washington DC 12/01/2020
Sonesta Select Boca Raton 2000 NW Executive Center Circle Boca Raton FL 02/08/2021
Sonesta Simply Suites
Clearwater 		13231 49th St N Clearwater FL 12/01/2020
Sonesta ES Suites
Fort Lauderdale Plantation 		410 North Pine Island Road Fort Lauderdale FL 12/01/2020
Sonesta Simply Suites
Jacksonville 		4990 Belfort Road Jacksonville FL 12/01/2020
Sonesta ES Suites
Lake Buena Vista 		8751 Suiteside Drive Orlando FL 12/01/2020
Sonesta Simply Suites
Miami Airport 		8855 NW 27th St Miami FL 12/01/2020
Sonesta
Miami Airport
950 NW 42nd Avenue
Miami FL 12/01/2020
Sonesta Select Miami Lakes 15700 NW 77th Court Miami Lakes FL 02/12/2021
Sonesta ES Suites Atlanta North Point Mall 1325 North Point Drive Alpharetta GA 02/12/2021
Sonesta ES Suites
Alpharetta North Point 		3980
North Point Parkway 		Alpharetta GA 12/01/2020
Sonesta ES Suites Atlanta Alpharetta Windward 5465 Windward Parkway Alpharetta GA 02/12/2021
Sonesta Select Atlanta Midtown 1132 Techwood Drive NW Atlanta GA 02/08/2021
Sonesta Select Atlanta Cumberland 3000 Cumberland Boulevard SE Atlanta GA 02/10/2021
Sonesta Atlanta
Northwest Galleria 		6345
Powers Ferry Road NW 		Atlanta GA 09/18/2020
    
4883-2871-0401, v.1

Sonesta
Atlanta Airport South 		4669 Airport Blvd Atlanta GA 12/01/2020
Sonesta
Atlanta Airport North 		1325 Virginia Avenue Atlanta GA 12/01/2020
Sonesta Simply Suites
Atlanta 		3665 Shackleford Rd Duluth GA 12/01/2020
Sonesta Select Atlanta Duluth 3530 Venture Parkway Duluth GA 06/02/2021
Sonesta ES Suites
Atlanta - Perimeter Center 		4601 Ridgeview Road Dunwoody GA 12/01/2020
Sonesta Select Atlanta Airport 3399 International Boulevard Hapeville GA 02/10/2021
Sonesta ES Suites Atlanta Kennesaw Town Center
3443 Busbee Drive NW Kennesaw GA 02/08/2021
Sonesta Select
Atlanta Norcross 		6235
McDonough Drive NW 		Norcross GA 12/15/2020
Royal Sonesta Kaua’i Resort 3160 Rice Street Lihue-Kauai HI 03/24/2021
Sonesta Select Bettendorf 895 Golden Valley Drive Bettendorf IA 02/12/2021
Sonesta Select
Arlington Heights 		3700 North Wilke Road Arlington Heights IL 12/15/2020
Royal Sonesta
Chicago River North 		505 North State Street Chicago IL 12/01/2020
The Allegro
Royal Sonesta Hotel 		171 West Randolph Street Chicago IL 12/01/2020
Sonesta ES Suites Chicago Downtown 201 East Walton Place Chicago IL 03/02/2021
Sonesta Simply Suites
Chicago Libertyville 		1100 N US Route 45 Libertyville IL 12/01/2020
Sonesta
Chicago O'Hare Airport 		10233 West Higgins Road Rosemont IL 12/01/2020
Sonesta Simply Suites
Chicago O'Hare 		4021 N Mannheim Rd Schiller Park IL 12/01/2020
Sonesta Simply Suites
Chicago Naperville 		27 W 300 Warrenville Rd Warrenville IL 12/01/2020
Sonesta Simply Suites
Chicago Waukegan 		1151 S Waukegan Rd Waukegan IL 12/01/2020
Sonesta ES Suites Chicago Waukegan 1440 South White Oak Drive Waukegan IL 03/02/2021
Sonesta Select
Chicago Elgin 		2175 South Eighth Street West Dundee IL 12/15/2020
    
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Sonesta Select Fort Wayne 111 West Washington Center Road Fort Wayne IN 06/02/2021
Sonesta Select Indianapolis 37 W 103rd Street Indianapolis IN 02/08/2021
Sonesta Simply Suites
Des Moines 		7625
Office Plaza Drive N 		Des Moines IA 12/01/2020
Sonesta Simply Suites
Kansas City Overland Park 		11001 Oakmont Overland Park KS 12/01/2020
Sonesta Simply Suites
Wichita Northeast 		3141 N Webb Road Wichita KS 12/01/2020
Sonesta Simply Suites
Wichita Airport 		570 South Julia Wichita KS 12/01/2020
Sonesta ES Suites New Orleans Convention Center 345 St. Joseph Street New Orleans LA 02/12/2021
Sonesta ES Suites
Baton Rouge 		4001 Nicholson Drive Baton Rouge LA 12/01/2020
Sonesta ES Suites Annapolis 170 Admiral Cochrane Drive Annapolis MD 02/10/2021
Sonesta Select Columbia 8910 Stanford Boulevard Columbia MD 03/02/2021
Sonesta Select
Greenbelt 		6301
Golden Triangle Drive 		Greenbelt MD 12/15/2020
Sonesta ES Suites Baltimore BWI Airport 1160 Winterson Road Linthicum Heights MD 02/08/2021
Sonesta Simply Suites
Baltimore BWI Airport 		1247 Winterson Road Linthicum Heights MD 12/01/2020
Sonesta Simply Suites
Boston Braintree 		235 Wood Road Braintree MA 12/01/2020
Sonesta Simply Suites
Boston Burlington 		130 Middlesex Turnpike Burlington MA 12/01/2020
Sonesta Select Boston Danvers 275 Independence Way Danvers MA 02/05/2021
Sonesta Select Boston Foxborough 35 Foxborough Boulevard Foxborough MA 02/01/2021
Sonesta Select Boston Lowell 30 Industrial Avenue East Lowell MA 02/01/2021
Sonesta Select Boston Milford 10 Fortune Boulevard Milford MA 02/05/2021
Sonesta Select Boston Stoughton 200 Technology Center Drive Stoughton MA 02/03/2021
Sonesta ES Suites Boston Westborough 25 Connector Road Westborough MA 02/01/2021
Sonesta Select
Boston Woburn 		240 Mishawum Road Woburn MA 12/15/2020
    
4883-2871-0401, v.1

Sonesta Simply Suites
Detroit Ann Arbor 		701 Waymarket Way Ann Arbor MI 12/01/2020
Sonesta Select Detroit Auburn Hills 2550 Aimee Lane Auburn Hills MI 02/12/2021
Sonesta Simply Suites Detroit Novi 42600 West Eleven Mile Road Novi MI 02/10/2021
Sonesta Select Detroit Novi 42700 W. Eleven Mile Road Novi MI 02/10/2021
Sonesta Simply Suites
Detroit Southfield 		1 Corporate Drive Southfield MI 12/01/2020
Sonesta Simply Suites
Detroit Troy 		2550 Troy Center Dr Troy MI 12/01/2020
Sonesta Simply Suites
Detroit Warren 		7010 Convention Blvd Warren MI 12/01/2020
Sonesta ES Suites Detroit Warren 30120 North Civic Center Boulevard Warren MI 02/08/2021
Sonesta Select Minneapolis 11391 Viking Drive Eden Prairie MN 02/12/2021
Sonesta Simply Suites
Minneapolis Richfield 		351 West 77th Street Minneapolis MN 12/01/2020
Royal Sonesta Minneapolis
35-45 South 7th Street
Minneapolis MN 11/01/2021
Sonesta Simply Suites
St Louis Earth City 		3250 Rider Trail S Earth City MO 12/01/2020
Sonesta Select Kansas City Airport 7901 N.W. Tiffany Springs Parkway Kansas City MO 02/10/2021
Sonesta Select Kansas City South 500 E. 105th Street Kansas City MO 02/10/2021
Sonesta Select Kansas City Airport Prairie View
7600 NW 97th Terrace
Kansas City MO 06/02/2021
Sonesta Simply Suites
Las Vegas 		4034 South Paradise Road Las Vegas NV 12/01/2020
Sonesta Select Las Vegas 1901 North Rainbow Boulevard Las Vegas NV 02/12/2021
Sonesta ES Suites Reno 9845 Gateway Drive Reno NV 02/10/2021
Sonesta
Hamilton Park Morristown 		175 Park Avenue Florham Park NJ 10/01/2020
Sonesta
Jersey City
21 2nd Street
Jersey City NJ 12/01/2020
Sonesta Select Mahwah 140 Route 17 South Mahwah NJ 02/12/2021
Sonesta
Parsippany Morris Plains 		100 Candlewood Drive Morris Plains NJ 12/01/2020
    
4883-2871-0401, v.1

Sonesta Simply Suites
Philadelphia Mount Laurel 		4000 Crawford Place Mount Laurel NJ 12/01/2020
Sonesta ES Suites
Parsippany Morris Plains 		3 Gatehall Drive Parsippany NJ 02/12/2021
Sonesta Simply Suites
Somerset 		41 World's Fair Drive Somerset NJ 12/01/2020
Sonesta Select Tinton Falls 600 Hope Road Tinton Falls NJ 02/08/2021
Sonesta Select Whippany 157 Route 10 East Whippany NJ 02/10/2021
Sonesta Simply Suites
Albuquerque 		3025 Menaul Blvd NE Albuquerque NM 12/01/2020
Sonesta ES Suites Albuquerque 3300 Prospect Avenue, NE Albuquerque NM 02/10/2021
Sonesta
Nanuet Rockland County 		20 Overlook Boulevard Nanuet NY 12/01/2020
Sonesta
White Plains 		66 Hale Avenue White Plains NY 12/01/2020
Sonesta ES Suites Raleigh Cary 2900 Regency Parkway Cary NC 02/01/2021
Sonesta Simply Suites
Charlotte University 		8812
University East Drive 		Charlotte NC 12/01/2020
Sonesta
Charlotte 		5700 Westpark Drive Charlotte NC 12/01/2020
Sonesta Select Charlotte University 333 West W.T. Harris Boulevard Charlotte NC 02/03/2021
Sonesta Select
Durham
Highway 54 East
301 Residence Inn Blvd.
Durham NC 12/15/2020
Sonesta Select Raleigh Durham Airport 2001 Hospitality Court Morrisville NC 02/05/2021
Sonesta ES Suites Raleigh Durham Airport 2020 Hospitality Court Morrisville NC 02/05/2021
Sonesta
Columbus 		33 East Nationwide Blvd Columbus OH 12/01/2020
Sonesta Simply Suites
Columbus Airport 		590 Taylor Rd Gahanna OH 12/01/2020
Sonesta Simply Suites
Cleveland North Olmsted 		24741 Country Club Blvd N Olmstead OH 12/01/2020
Sonesta Simply Suites
Oklahoma City Airport 		4400 River Park Drive Oklahoma City OK 12/01/2020
Royal Sonesta
Portland 		506
SW Washington Street 		Portland OR 12/01/2020
    
4883-2871-0401, v.1

Sonesta Select Allentown Bethlehem 2160 Motel Drive Allentown PA 02/03/2021
Sonesta ES Suites Allentown Bethlehem 2180 Motel Drive Bethlehem PA 02/03/2021
Sonesta Simply Suites
Philadelphia Willow Grove 		250
Business Center Drive 		Horsham PA 12/01/2020
Sonesta Select Philadelphia Airport 8900 Bartram Avenue Philadelphia PA 03/02/2021
Sonesta Simply Suites
Pittsburgh Airport 		100 Chauvet Drive Pittsburgh PA 12/01/2020
Sonesta Select Newport Middletown 9 Commerce Drive Middletown RI 02/08/2021
Sonesta Select
Spartanburg 		110 Mobile Drive Spartanburg SC 12/15/2020
Sonesta ES Suites Nashville Brentwood 206 Ward Circle Brentwood TN 02/12/2021
Sonesta Simply Suites
Nashville Brentwood 		5129 Virginia Way Brentwood TN 12/01/2020
Sonesta Select
Chattanooga 		2210 Bams Drive Chattanooga TN 12/15/2020
Sonesta Simply Suites
Knoxville 		10206 Parkside Drive Knoxville TN 12/01/2020
Sonesta Nashville Airport 600 Marriott Drive Nashville TN 03/02/2021
Sonesta Select Nashville Airport Suites 1100 Airport Center Drive Nashville TN 02/08/2021
Sonesta Simply Suites
Arlington 		2221
Brookhollow Plaza Dr 		Arlington TX 12/01/2020
The Stephen F Austin
Royal Sonesta Hotel 		701 Congress Avenue Austin TX 12/01/2020
Sonesta Simply Suites
Austin South 		4320
IH 35 Frontage Road 		Austin TX 12/01/2020
Sonesta Simply Suites
Austin Arboretum 		9701 Stonelake Boulevard Austin TX 12/01/2020
Sonesta ES Suites
Austin Arboretum 		10201 Stonelake Blvd Austin TX 12/01/2020
Sonesta Select Austin North 7522 North Interstate Highway 35 Austin TX 06/02/2021
Sonesta ES Suites Dallas Market Center 6950 North Stemmons Freeway Dallas TX 02/03/2021
Sonesta Suites
Dallas Park Central 		7800 Alpha Road Dallas TX 09/25/2020
Sonesta ES Suites
Dallas Park Central 		7880 Alpha Road Dallas TX 09/25/2020
    
4883-2871-0401, v.1

Sonesta Select Dallas Central Expressway 10325 N. Central Expressway Dallas TX 02/01/2021
Sonesta ES Suites Dallas Central Expressway 10333 North Central Expressway Dallas TX 02/01/2021
Sonesta Simply Suites
Dallas Richardson 		12525 Greenville Ave Dallas TX 12/01/2020
Sonesta Simply Suites
Dallas Galleria 		13939 Noel Road Dallas TX 12/01/2020
Sonesta Select
Fort Worth 		3751 NE Loop 820 Fort Worth TX 12/15/2020
Sonesta Simply Suites
Fort Worth 		5201 Endicott Avenue Fort Worth TX 12/01/2020
Sonesta ES Suites Fort Worth 5801 Sandshell Drive Fort Worth TX 02/03/2021
Sonesta Simply Suites
Houston Clear Lake 		2737 Bay Area Blvd Houston TX 12/01/2020
Sonesta Simply Suites
Houston Galleria 		4900 Loop Central Dr Houston TX 12/01/2020
Sonesta Simply Suites
Houston City Centre 		10503
Town & Country Way 		Houston TX 12/01/2020
Sonesta Simply Suites
Houston Westchase 		4033
W Sam Houston Parkway 		Houston TX 12/01/2020
Sonesta ES Suites
Dallas - Las Colinas 		1201 Executive Circle Irving TX 12/01/2020
Sonesta Simply Suites
Dallas Las Colinas 		5300 Green Park Drive Irving TX 12/01/2020
Sonesta Simply Suites
Plano 		4701 Legacy Drive Plano TX 12/01/2020
Sonesta ES Suites Dallas Richardson 1040 Waterwood Drive Richardson TX 02/01/2021
Sonesta Select Dallas Richardson 2191 N. Greenville Avenue Richardson TX 02/01/2021
Sonesta ES Suites San Antonio Downtown 425 Bonham Street San Antonio TX 02/05/2021
Sonesta Simply Suites
San Antonio Northwest 		9350 IH 10 West San Antonio TX 12/01/2020
Sonesta ES Suites
San Antonio Northwest 		4320 Spectrum One San Antonio TX 12/01/2020
Sonesta Simply Suites
Salt Lake City Airport 		2170 West North Temple Salt Lake City UT 12/01/2020
Sonesta Select Arlington 1533 Clarendon Boulevard Arlington VA 02/05/2021
    
4883-2871-0401, v.1

Sonesta ES Suites Charlottesville 1111 Millmont Street Charlottesville VA 02/05/2021
Sonesta ES Suites Fairfax 12815 Fairlakes Parkway Fairfax VA 02/01/2021
Sonesta Simply Suites Falls Church 205 Hillwood Avenue Falls Church VA 02/03/2021
Sonesta Simply Suites
Hampton 		401 Butler Farm Road Hampton VA 12/01/2020
Sonesta ES Suites
Dulles Airport 		13700 Coppermine Rd Herndon VA 12/01/2020
Sonesta Select Seattle Bellevue 14615 NE 29th Place Bellevue WA 02/03/2021
Sonesta Select Seattle Renton 200 SW 19th Street Renton WA 02/05/2021
Sonesta Simply Suites Seattle Renton 300 SW 19th Street Renton WA 02/05/2021
The Alexis
Royal Sonesta Hotel 		1007 First Avenue Seattle WA 12/01/2020
Sonesta ES Suites
Vancouver - Portland West 		7301 NE 41st Street Vancouver WA 12/01/2020
Sonesta ES Suites Charleston 200 Hotel Circle Charleston WV 02/12/2021
Sonesta Select Milwaukee Brookfield 16865 W. Bluemound Road Brookfield WI 03/02/2021
Sonesta
Milwaukee West 		10499 Innovation Drive Milwaukee WI 12/01/2020
The Yorkville
Royal Sonesta Hotel 		220 Bloor Street Toronto Ontario 12/15/2020
Sonesta ES Suites
Toronto 		355 South Park Road Toronto Ontario 12/15/2020
Royal Sonesta
San Juan 		5961 Isla Verde Avenue Carolina PR 12/15/2020


    
4883-2871-0401, v.1

                                            Exhibit 22.1
List of Guarantor Subsidiaries

The following subsidiaries of Service Properties Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 7.50% Senior Notes due 2025 and the Trust’s 5.50% Senior Notes due 2027:                    

Exact Name of Guarantor Subsidiary Jurisdiction
Cambridge TRS, Inc. Maryland
Harbor Court Associates, LLC Maryland
Highway Ventures Borrower LLC Delaware
Highway Ventures LLC Delaware
HPT Clift TRS LLC Maryland
HPT CW MA Realty LLC Maryland
HPT CW MA Realty Trust Massachusetts
HPT CY TRS, Inc. Maryland
HPT Geary ABC Holdings LLC Maryland
HPT Geary Properties Trust Maryland
HPT IHG Chicago Property LLC Maryland
HPT IHG GA Properties LLC Maryland
HPT IHG-2 Properties Trust Maryland
HPT IHG-3 Properties LLC Maryland
HPT SN Holding, Inc. New York
HPT State Street TRS LLC Maryland
HPT Suite Properties Trust Maryland
HPT TA Properties Trust Maryland
HPT TRS IHG-2, Inc. Maryland
HPT TRS Inc. Maryland
HPT TRS MRP, Inc. Maryland
HPT TRS SPES II, Inc. Maryland
HPT TRS WYN, Inc. Maryland
HPT Wacker Drive TRS LLC Maryland
HPTCY Properties Trust Maryland
HPTMI Hawaii, Inc. Delaware
HPTMI Properties Trust Maryland
SVC Gatehall Drive TRS LLC Maryland
SVC Holdings LLC Maryland
SVC Jersey City TRS LLC Maryland
SVC Minneapolis TRS LLC Maryland


4850-3268-1982, v.2

SVC Morris Plains TRS LLC Maryland
SVC Nanuet TRS LLC Maryland
SVC NJ TRS LLC Maryland
SVC Randolph Street TRS LLC Maryland
SVC Redondo Beach TRS LLC Maryland
SVCN 1 LLC Delaware
SVCN 2 LLC Delaware
SVCN 3 LLC Delaware
SVCN 4 LLC Delaware
SVCN 5 LLC Delaware



4850-3268-1982, v.2

Exhibit 31.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
I, John G. Murray, 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: November 4, 2021 /s/ John G. Murray
John G. Murray
Managing Trustee, 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: November 4, 2021 /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 September 30, 2021 (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/ John G. Murray
/s/ Brian E. Donley
John G. Murray
Brian E. Donley
Managing Trustee, President and
Chief Financial Officer and Treasurer
Chief Executive Officer
Date: November 4, 2021