POSASR

As filed with the Securities and Exchange Commission on April 4, 2024

Registration No. 333-258975

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SERVICE PROPERTIES TRUST

SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation or organization) 04-3262075 (I.R.S. Employer Identification Number)

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1634

(617) 964-8389

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian E. Donley

Chief Financial Officer and Treasurer

Service Properties Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1634

(617) 964-8389

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Howard E. Berkenblit

Shu Wei

Sullivan & Worcester LLP 

One Post Office Square

Boston, Massachusetts 02109

(617) 338-2800

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as determined by the Registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x       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 7(a)(2)(B) of the Securities Act. ¨

SUBSIDIARY GUARANTOR REGISTRANTS⁽¹⁾

Exact Name of Registrant as Specified in its Charter	State or Jurisdiction of Incorporation or Organization	Entity Type	IRS Employer Identification Number
Banner NewCo LLC	Delaware	Limited liability company	84-3069989
Cambridge TRS, Inc.	Maryland	Corporation	45-4167445
Harbor Court Associates, LLC	Maryland	Limited liability company	56-2550257
Highway Ventures Borrower LLC	Delaware	Limited liability company	84-3373977
Highway Ventures LLC	Delaware	Limited liability company	84-3373884
Highway Ventures Properties LLC	Maryland	Limited liability company	26-0240108
Highway Ventures Properties Trust	Maryland	Real estate investment trust	26-0239999
HPT Cambridge LLC	Massachusetts	Limited liability company	04-6148511
HPT Clift TRS LLC	Maryland	Limited liability company	82-4109793
HPT CW MA Realty LLC	Maryland	Limited liability company	85-1552858
HPT CW MA Realty Trust	Massachusetts	Nominee Trust	46-2440496
HPT CY TRS, Inc.	Maryland	Corporation	46-1213113
HPT Geary ABC Holdings LLC	Maryland	Limited liability company	46-1920850
HPT Geary Properties Trust	Maryland	Real estate investment trust	46-2080511
HPT IHG Chicago Property LLC	Maryland	Limited liability company	84-2997973
HPT IHG GA Properties LLC	Maryland	Limited liability company	20-2870357
HPT IHG-2 Properties Trust	Maryland	Real estate investment trust	20-1997811
HPT IHG-3 Properties LLC	Maryland	Limited liability company	20-3947942
HPT SN Holding, Inc.	New York	Corporation	13-5648107
HPT State Street TRS LLC	Maryland	Limited liability company	84-2998086
HPT Suite Properties Trust	Maryland	Real estate investment trust	04-3397210
HPT TA Properties LLC	Maryland	Limited liability company	20-8260669
HPT TA Properties Trust	Maryland	Real estate investment trust	20-8260357
HPT TRS IHG-2, Inc.	Maryland	Corporation	20-2131948
HPT TRS Inc.	Maryland	Corporation	04-3548096
HPT TRS MRP, Inc.	Maryland	Corporation	27-4654560
HPT TRS SPES II, Inc.	Maryland	Corporation	43-2012365
HPT TRS WYN, Inc.	Maryland	Corporation	46-0781608
HPT Wacker Drive TRS LLC	Maryland	Limited liability company	84-2998217
HPTCY Properties Trust	Maryland	Real estate investment trust	04-3308179
HPTMI Hawaii, Inc.	Delaware	Corporation	04-3563876
HPTMI Properties Trust	Maryland	Real estate investment trust	04-3360772
HPTWN Properties Trust	Maryland	Real estate investment trust	04-3308198
Royal Sonesta, Inc.	Louisiana	Corporation	72-0803191
SVC Gatehall Drive TRS LLC	Maryland	Limited liability company	86-1396045
SVC Higgins Road TRS LLC	Maryland	Limited liability company	99-1464000
SVC Holdings LLC	Maryland	Limited liability company	84-4879602
SVC Jersey City TRS LLC	Maryland	Limited liability company	85-3494714
SVC Mannheim Road TRS LLC	Maryland	Limited liability company	99-1464197
SVC Minneapolis TRS LLC	Maryland	Limited liability company	87-2924574

Exact Name of Registrant as Specified in its Charter	State or Jurisdiction of Incorporation or Organization	Entity Type	IRS Employer Identification Number
SVC Morris Plains TRS LLC	Maryland	Limited liability company	85-3494969
SVC Nanuet TRS LLC	Maryland	Limited liability company	85-3495195
SVC NJ TRS LLC	Maryland	Limited liability company	85-2484541
SVC Randolph Street TRS LLC	Maryland	Limited liability company	85-3500521
SVC Redondo Beach TRS LLC	Maryland	Limited liability company	85-3506957
SVC Walton Place TRS LLC	Maryland	Limited liability company	99-1464425
SVCN 1 LLC	Delaware	Limited liability company	20-1262089
SVCN 2 LLC	Delaware	Limited liability company	20-2928350
SVCN 3 LLC	Delaware	Limited liability company	20-3118006
SVCN 4 LLC	Delaware	Limited liability company	84-3069763
SVCN 5 LLC	Delaware	Limited liability company	84-3069896

(1) One or more of the above registrants, each a Subsidiary Guarantor Registrant, may fully and unconditionally guarantee on a joint and several basis any series of debt securities of Service Properties Trust offered by the prospectus contained as part of this registration statement as set forth in a related prospectus supplement.

The address, including zip code, of each Subsidiary Guarantor Registrant’s principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and the telephone number of each Subsidiary Guarantor Registrant’s executive office is (617) 964-8389.

The address, including zip code, of the agent for service for each of the Subsidiary Guarantor Registrants is Brian E. Donley, Chief Financial Officer and Treasurer of Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and the telephone number of each Subsidiary Guarantor Registrant’s agent for service is (617) 964-8389.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-258975) of Service Properties Trust and its subsidiary guarantor co-registrants is being filed pursuant to Rule 413(b) under the Securities Act of 1933, as amended, to (i) add SVC Higgins Road TRS LLC, SVC Mannheim Road TRS LLC and SVC Walton Place TRS LLC, each an indirect wholly-owned subsidiary of the Registrant, as co-registrants to the Registration Statement as each such subsidiary may become a guarantor of some or all of the debt securities of the Registrant with respect to which offers and sales are registered under the Registration Statement and (ii) file additional exhibits to the Registration Statement under Item 16 of Part II thereof. This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 shall become effective immediately upon filing with the Securities and Exchange Commission. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Set forth below is a list of the fees and expenses (all of which will be borne by the registrants unless otherwise provided in the applicable prospectus supplement) to be incurred in connection with the issuance and distribution of the offered securities, other than underwriting discounts and commissions (if any).

SEC Registration Fee	$	*
Trustee’s Fees and Expenses		**
Printing Fees and Expenses		**
Legal Fees and Expenses		**
Accounting Fees and Expenses		**
Rating Agency Fees		**
Miscellaneous Fees and Expenses		**
Total:	$	**

* To be deferred pursuant to Rule 456(b) under the Securities Act of 1933, as amended, or the Securities Act, and calculated in connection with an offering of securities under this registration statement pursuant to Rule 457(r) under the Securities Act.

** These fees cannot be estimated at this time as they are calculated based on the securities offered and the number of issuances. An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers

The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the registrants’ trustees, directors and officers are insured or indemnified against liability in their capacities as such.

Registrants Organized under Maryland Law

Real Estate Investment Trusts, or REITs, and Corporations

Service Properties Trust, or SVC, and certain other registrants are organized as Maryland REITs. Certain other registrants are organized as Maryland corporations. Maryland law applicable to real estate investment trusts, or the Maryland REIT Law, permits a Maryland REIT to include in its declaration of trust a provision limiting the liability of its trustees and officers to the REIT and its shareholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. SVC’s declaration of trust, and the declarations of trust of each other registrant that is a Maryland REIT, contain a provision which eliminates the liability of its trustees and officers to the maximum extent permitted by Maryland law.

The Maryland REIT Law also permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent permitted by the Maryland General Corporation Law, or the MGCL, for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or are threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted to provide this type of indemnification if the following is established:

II-1

· the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

· the director or officer actually received an improper personal benefit in money, property or services; or

· in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:

· a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

· a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed by the corporation if it is ultimately determined that this standard of conduct was not met.

SVC’s declaration of trust requires it, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) its trustees and officers, whether serving SVC or at its request any other entity, or (2) other employees and agents to such extent as shall be authorized by SVC’s Trustees or bylaws. SVC’s declaration of trust also requires it to advance expenses to its trustees and officers under the procedures therein and to the full extent permitted by law.

The declarations of trust or bylaws of certain other registrants that are Maryland REITs require such registrants, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) any present or former trustee, officer or shareholder of it, (2) any individual who, while a trustee or officer of such registrant and at its request, serves or has served as a director, officer, shareholder, partner, or trustee of another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise who has been successful, on the merits or otherwise, in the defense of a proceeding to which he or she was made a party by reason of his or her service in that capacity, and (3) any present or former trustee or officer of such registrant from any claim or liability to which such person may become subject or may incur by reason of his or her service in that capacity unless it is established that (x) his or her act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or as the result of active and deliberate dishonesty, (y) he or she actually received an improper personal benefit in money, property or services or (z) in the case of a criminal proceeding, had reasonable cause to believe that his or her act or omission was unlawful. The declaration of trust or bylaws of certain other registrants that are Maryland REITs obligate such registrants to pay or reimburse the persons serving in the capacities described above for reasonable expenses in advance of final disposition of a proceeding. The declarations of trust or bylaws of certain other registrants that are Maryland REITs also permit such registrants to indemnify and advance expenses to any person who served any predecessor of it in the capacities described above and any present or former employee or agent of it or any such predecessor.

II-2

The declaration of trust or bylaws of HPTWN Properties Trust, a Maryland REIT, requires such registrant, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) any present or former trustee, officer or shareholder of it, (2) any individual who, while a trustee, officer or shareholder of such registrant and at its request, serves or has served as a director, officer, shareholder, partner, or trustee of another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise who has been successful, on the merits or otherwise, in the defense of a proceeding to which he or she was made a party by reason of his or her service in that capacity, and (3) any present or former trustee or officer of such registrant from any claim or liability to which such person may become subject or may incur by reason of his or her service in that capacity unless it is established that (x) his or her act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or as the result of active and deliberate dishonesty, (y) he or she actually received an improper personal benefit in money, property or services or (z) in the case of a criminal proceeding, had reasonable cause to believe that his or her act or omission was unlawful and (4) any shareholder or former shareholder of such registrant from any claim or liability to which such person may become subject by reason of such status. The declaration of trust or bylaws of HPTWN Properties Trust obligates such registrant to pay or reimburse the persons serving in the capacities described above for reasonable expenses in advance of final disposition of a proceeding. The declaration of trust or bylaws of HPTWN Properties Trust also permits such registrant to indemnify and advance expenses to any person who served any predecessor of it in the capacities described above and any present or former employee or agent of it or any such predecessor.

The declarations of trust or bylaws of HPT Geary Properties Trust and Highway Ventures Properties Trust, each a Maryland REIT, require such registrants to indemnify, to the maximum extent permitted by Maryland law, (1) any present or former trustee, officer, shareholder, employee or agent of it or (2) any individual who, while a trustee of such registrant and at its request, serves or has served as a trustee, director, officer, partner, employee or agent of another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise from any claim or liability to which such person may become subject or may incur by reason of his or her service in that capacity. The declarations of trust or bylaws of HPT Geary Properties Trust and Highway Ventures Properties Trust also obligate such registrants to pay or reimburse the persons serving in the capacities described above for reasonable expenses in advance of final disposition of a proceeding.

The declaration of trust or bylaws of HPT Suite Properties Trust, a Maryland REIT, requires such registrant to indemnify, to the full extent permitted by Maryland law, (1) any trustee or officer, whether serving such registrant or at its request any other entity, or (2) other employees and agents as may be authorized by the trustees of such registrant. The declaration of trust or bylaws of HPT Suite Properties Trust also obligates such registrant to pay or reimburse the persons serving in the capacities described above for reasonable expenses in advance of final disposition of a proceeding.

The charters or bylaws of certain registrants that are Maryland corporations require such registrants, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) any present or former director or officer of it or (2) any individual who, while a director or officer of such registrant and at its request, serves or has served as a trustee, director, officer, partner, member or manager of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity and to pay or reimburse their reasonable expenses in advance of final disposition of the proceeding. The charters or bylaws of certain other registrants that are Maryland corporations require such registrants, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) any present or former director or officer of it or (2) any individual who, while a director of such registrant and at its request, serves or has served as a trustee, director, officer or partner of another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity and to pay or reimburse their reasonable expenses in advance of final disposition of the proceeding. The bylaws of HPT TRS Inc., a Maryland corporation, require such registrant, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify (1) any present or former director, officer or stockholder of it or (2) any individual who, while a director or officer of such registrant and at its request, serves or has served as a trustee, director, officer, partner, employee or agent of another REIT, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity and to pay or reimburse their reasonable expenses in advance of final disposition of the proceeding.

II-3

The charter or bylaws of each registrant that is a Maryland corporation also permit such registrant to indemnify and advance expenses to any person who served any predecessor of it in the capacities described above and any present or former employee or agent of it or any such predecessor.

Limited Liability Companies

Certain registrants are limited liability companies organized under Maryland law. Subject to standards and restrictions as are set forth in the limited liability company operating agreement, or the LLC agreement, of such Maryland limited liability company, the Maryland Limited Liability Company Act empowers a Maryland limited liability company to indemnify and hold harmless any member or manager or other persons from and against any and all claims and demands whatsoever.

The LLC agreement of each registrant that is a Maryland limited liability company requires such registrant, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify any director, officer or employee of it for any loss, damage or claim by reason of any act or omission performed or omitted by such person in good faith on behalf of such registrant and in a manner reasonably believed to be within the scope of the authority conferred on such person by the LLC agreement of such registrant, provided that no such person will be entitled to indemnification from such registrant in respect of any loss, damage or claim incurred by such person by reason of such person’s gross negligence or willful misconduct with respect to such acts and omissions.

Registrants Organized under Delaware Law

Corporation

One registrant, HPTMI Hawaii, Inc., is a corporation organized under Delaware law. The Delaware General Corporation Law authorizes a corporation to indemnify its directors, officers, employees and agents against certain liabilities (including attorneys’ fees, judgments, fines and expenses) they may incur in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, or a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The Delaware General Corporation Law also provides that such persons have a right to indemnification against expenses where they have been successful on the merits or otherwise in defense of such actions.

The bylaws of HPTMI Hawaii, Inc. permit such registrant to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise or non-profit entity, so long as such person acted in good faith and in a manner reasonably believed to be in (or not opposed to) the best interests of the corporation, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The bylaws of HPTMI Hawaii, Inc. further permit such registrant to reimburse any of the above persons for reasonable expenses where they have been successful on the merits or otherwise in defense of such actions.

II-4

Limited Liability Companies

Certain registrants are limited liability companies organized under Delaware law. Subject to standards and restrictions as are set forth in the LLC agreement of such Delaware limited liability company registrant, the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other persons from and against any and all claims and demands whatsoever.

The LLC agreement of each registrant that is a Delaware limited liability company requires such registrants, to the maximum extent permitted by Delaware law, in effect from time to time, to indemnify any director, officer or employee of it for any loss, damage or claim by reason of any act or omission performed or omitted by such person in good faith on behalf of such registrant and in a manner reasonably believed to be within the scope of the authority conferred on such person by the LLC agreement of such registrant, provided that no such person will be entitled to indemnification from such registrant in respect of any loss, damage or claim incurred by such person by reason of such person’s gross negligence or willful misconduct with respect to such acts and omissions.

Registrant Organized under Louisiana Law

Royal Sonesta, Inc. is a corporation organized under Louisiana law. Sections 1-850 through 1-859 of the Louisiana Business Corporation Act provide in part that a corporation may indemnify each of its current or former directors and officers against liability (including judgments, settlements, penalties, fines, or reasonable expenses) incurred by the indemnitee in a proceeding to which the indemnitee is a party if the indemnitee acted in good faith and reasonably believed either (i) in the case of conduct in an official capacity, that such indemnitee’s conduct was in the best interests of the corporation or (ii) in all other cases, that such indemnitee’s conduct was at least not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, the indemnitee had no reasonable cause to believe such indemnitee’s conduct was unlawful. The corporation may also advance expenses to the indemnitee provided that the indemnitee delivers (i) a written affirmation of such indemnitee’s good faith belief that the relevant standard of conduct has been met by such indemnitee or that the proceeding involves conduct for which liability has been eliminated and (ii) a written undertaking to repay any funds advanced if (a) such indemnitee is not entitled to mandatory indemnification by virtue of being wholly successful, on the merits or otherwise, in the defense of any such proceeding and (b) it is ultimately determined that such indemnitee has not met the relevant standard of conduct. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for it, regardless of whether the corporation has the legal authority to indemnify, or advance expenses to, the insured person with respect to such liability.

The Articles of Incorporation and bylaws of Royal Sonesta, Inc. do not address indemnification of its officers or directors. However, pursuant to the Louisiana Business Corporation Act, such registrant must indemnify a director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of such registrant against expenses incurred by the director in connection with the proceeding.

Registrant Organized under New York Law

HPT SN Holding, Inc. is a corporation organized under New York law. The New York Business Corporation Law empowers a New York corporation to indemnify and hold harmless any director or officer or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its certificate of incorporation or bylaws.

The bylaws of HPT SN Holding, Inc. require such registrant, to the maximum extent permitted by New York law, in effect from time to time, to indemnify any person who was or is a party or is threatened to be made a party to any action or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation in any capacity with another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, so long as such person acted in good faith, for a purpose which was reasonably believed to be in, or in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The bylaws of HPT SN Holding, Inc. further permit the advancement of expenses to such individuals in connection with any such proceeding if certain requirements are satisfied.

II-5

Registrants Governed by Massachusetts Law

Nominee Trust

HPT CW MA Realty Trust is a nominee trust governed by Massachusetts law. Massachusetts law recognizes that a trust agreement may provide that a trustee is not personally liable for obligations of the trust, and that a trustee may be indemnified out of trust assets.

The declaration of trust of HPT CW MA Realty Trust requires the beneficiaries of such registrant to indemnify and hold the trustees of such registrant harmless form and against any and all loss, cost, damage and expense incurred by such trustees by virtue of their status as owner of the trust property or resulting from any action taken by such trustees at the direction of the registrant’s beneficiaries. The declaration of trust of HPT CW MA Realty Trust further states that no trustee shall be held to any personal liability whatsoever in tort, contract or otherwise for any error of judgment or for any loss arising out of any act or omission in the execution of the trust, so long as such trustee acts in good faith, and shall only be responsible for such trustee’s own bad faith or willful malfeasance.

Limited Liability Company

HPT Cambridge LLC is a limited liability company organized under Massachusetts law. Subject to standards and restrictions as are set forth in the LLC agreement of such Massachusetts limited liability company, the Massachusetts Limited Liability Company Act empowers a Massachusetts limited liability company to indemnify and hold harmless any member or manager or other persons from and against any and all claims and demands, provided that it is not adjudicated that such person did not act in good faith and with a reasonable belief that such actions were in the best interest of the company.

The LLC agreement of HPT Cambridge LLC requires such registrant, to the maximum extent permitted by Massachusetts law, in effect from time to time, to indemnify any director, officer or employee of it for any loss, damage or claim by reason of any act or omission performed or omitted by such person in good faith on behalf of such registrant and in a manner reasonably believed to be within the scope of the authority conferred on such person by the LLC agreement of such registrant, provided that no such person will be entitled to indemnification from such registrant in respect of any loss, damage or claim incurred by such person by reason of such person’s gross negligence or willful misconduct with respect to such acts and omissions.

Other Information

SVC has also entered into indemnification agreements with its Trustees and officers providing for procedures for indemnification by SVC to the maximum extent permitted by Maryland law and advancements by SVC of certain expenses and costs relating to claims, suits or proceedings arising from their service to SVC and its subsidiaries, including the other registrants. SVC also maintain directors’ and officers’ liability insurance for its Trustees and officers and the trustees, directors and officers of its subsidiaries, including the other registrants.

II-6

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to the registrants’ trustees, directors, officers or persons controlling us pursuant to the foregoing provisions of Maryland law and SVC’s declaration of trust, the registrants have been informed that in the opinion of the Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable. Reference is made to SVC’s declaration of trust, as amended and supplemented, filed as Exhibit 4.1 to SVC’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-226944. Reference is also made to SVC’s indemnification agreements with its Trustees and officers, a form of which is filed as Exhibit 10.1 to SVC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Any underwriting agreements (Exhibits 1.1 through 1.5) that may be filed by amendment or incorporated by reference may contain provisions for indemnification by the underwriters of the registrants’ trustees, directors, officers and controlling persons.

II-7

Item 16.   Exhibits

Exhibit No.	Description
1.1	Form of Underwriting Agreement (for Debt Securities).*
1.2	Form of Underwriting Agreement (for Preferred Shares).*
1.3	Form of Underwriting Agreement (for Common Shares).*
1.4	Form of Underwriting Agreement (for Depositary Shares).*
1.5	Form of Underwriting Agreement (for Warrants).*
4.1	Composite Copy of Amended and Restated Declaration of Trust, dated August 21, 1995, as amended to date. (Incorporated by reference to our Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-226944, filed on July 15, 2020.)
4.2	Articles Supplementary to the Declaration of Trust of Service Properties Trust, dated June 10, 2020. (Incorporated by reference to our Current Report on Form 8-K filed on June 10, 2020.)
4.3	Second Amended and Restated Bylaws, adopted June 13, 2023. (Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2023.)
4.4	Indenture, dated as of February 3, 2016, between Service Properties Trust (formerly Hospitality Properties Trust) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to our Current Report on Form 8-K filed on February 4, 2016.)
4.5	Form of Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.6	Form of Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.7	Form of Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.8	Form of Senior Debt Security.*
4.9	Form of Senior Subordinated Debt Security.*
4.10	Form of Junior Subordinated Debt Security.*
4.11	Form of Articles Supplementary for Preferred Shares.*
4.12	Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.*
4.13	Form of Preferred Share Certificate.*
4.14	Form of Common Share Certificate. (Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2019.)
4.15	Form of Warrant Agreement, including form of Warrant.*
5.1	Opinion of Sullivan & Worcester LLP. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
5.2	Opinion of Venable LLP.**
5.3	Opinion of Stone Pigman Walther Wittmann L.L.C. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
8.1	Opinion of Sullivan & Worcester LLP as to tax matters. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
22.1	List of Subsidiary Guarantors. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)
23.1	Consent of Deloitte & Touche LLP.**
23.2	Consent of Sullivan & Worcester LLP (included in Exhibit 5.1). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
23.3	Consent of Sullivan & Worcester LLP (included in Exhibit 8.1). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
23.4	Consent of Venable LLP (included in Exhibit 5.2).**
23.5	Consent of Stone Pigman Walther Wittmann L.L.C. (included in Exhibit 5.3). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)

II-8

Exhibit No.	Description
24.1	Power of Attorney of Rajan C. Penkar.**
24.2	Power of Attorney of certain officers and directors (included on signature pages).**
24.3	Powers of Attorney of certain officers and trustees/directors (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
24.4	Power of Attorney of certain officers and directors (Incorporated by reference to our Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-258975, filed on October 28, 2021.)
25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 3, 2016, between Service Properties Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association).**
25.2	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
25.3	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
25.4	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
107	Filing Fee Table. **

* To be filed by amendment or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended, in connection with the offering of any securities, as appropriate.

** Filed herewith.

II-9

Item 17. Undertakings

The undersigned registrants hereby undertake:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)             To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)            To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)            That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)            That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 (i)            Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 (ii)           Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

II-10

(5)            That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

 (i)            Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 (ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

 (iii)          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

 (iv)         Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(6)            That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)            Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a trustee, director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such trustee, director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-11

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement (for Debt Securities).*
1.2	Form of Underwriting Agreement (for Preferred Shares).*
1.3	Form of Underwriting Agreement (for Common Shares).*
1.4	Form of Underwriting Agreement (for Depositary Shares).*
1.5	Form of Underwriting Agreement (for Warrants).*
4.1	Composite Copy of Amended and Restated Declaration of Trust, dated August 21, 1995, as amended to date. (Incorporated by reference to our Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-226944, filed on July 15, 2020.)
4.2	Articles Supplementary to the Declaration of Trust of Service Properties Trust, dated June 10, 2020. (Incorporated by reference to our Current Report on Form 8-K filed on June 10, 2020.)
4.3	Second Amended and Restated Bylaws, adopted June 13, 2023. (Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2023.)
4.4	Indenture, dated as of February 3, 2016, between Service Properties Trust (formerly Hospitality Properties Trust) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to our Current Report on Form 8-K filed on February 4, 2016.)
4.5	Form of Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.6	Form of Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.7	Form of Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-206514, filed on August 21, 2015.)
4.8	Form of Senior Debt Security.*
4.9	Form of Senior Subordinated Debt Security.*
4.10	Form of Junior Subordinated Debt Security.*
4.11	Form of Articles Supplementary for Preferred Shares.*
4.12	Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.*
4.13	Form of Preferred Share Certificate.*
4.14	Form of Common Share Certificate. (Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2019.)
4.15	Form of Warrant Agreement, including form of Warrant.*
5.1	Opinion of Sullivan & Worcester LLP. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
5.2	Opinion of Venable LLP.**
5.3	Opinion of Stone Pigman Walther Wittmann L.L.C. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
8.1	Opinion of Sullivan & Worcester LLP as to tax matters. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
22.1	List of Subsidiary Guarantors. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)
23.1	Consent of Deloitte & Touche LLP.**
23.2	Consent of Sullivan & Worcester LLP (included in Exhibit 5.1). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
23.3	Consent of Sullivan & Worcester LLP (included in Exhibit 8.1). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
23.4	Consent of Venable LLP (included in Exhibit 5.2).**
23.5	Consent of Stone Pigman Walther Wittmann L.L.C. (included in Exhibit 5.3). (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
24.1	Power of Attorney of Rajan C. Penkar.**
24.2	Power of Attorney of certain officers and directors (included on signature pages).**

II-12

Exhibit No.	Description
24.3	Powers of Attorney of certain officers and trustees/directors (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
24.4	Power of Attorney of certain officers and directors (Incorporated by reference to our Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-258975, filed on October 28, 2021.)
25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 3, 2016, between Service Properties Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association).**
25.2	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
25.3	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
25.4	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-258975, filed on August 20, 2021.)
107	Filing Fee Table. **

* To be filed by amendment or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended, in connection with the offering of any securities, as appropriate.

** Filed herewith.

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on April 4, 2024.

SERVICE PROPERTIES TRUST

By:	/s/ Todd W. Hargreaves
	Todd W. Hargreaves President and Chief Investment Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Todd W. Hargreaves	President and Chief Investment Officer	April 4, 2024
Todd W. Hargreaves
/s/ Brian E. Donley	Chief Financial Officer and Treasurer	April 4, 2024
Brian E. Donley	(principal financial officer and principal accounting officer)
*	Independent Trustee	April 4, 2024
Laurie B. Burns
*	Independent Trustee	April 4, 2024
Robert E. Cramer
*	Independent Trustee	April 4, 2024
Donna D. Fraiche
*	Independent Trustee	April 4, 2024
John L. Harrington
*	Independent Trustee	April 4, 2024
William A. Lamkin
*	Independent Trustee	April 4, 2024
Rajan C. Penkar
*	Managing Trustee	April 4, 2024
John G. Murray
*	Managing Trustee	April 4, 2024
Adam D. Portnoy

* By:	/s/ Brian E. Donley
	Brian E. Donley Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the following co-registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on April 4, 2024.

BANNER NEWCO LLC

CAMBRIDGE TRS, INC.

HARBOR COURT ASSOCIATES, LLC

HIGHWAY VENTURES BORROWER LLC

HIGHWAY VENTURES LLC

HIGHWAY VENTURES PROPERTIES LLC

HIGHWAY VENTURES PROPERTIES TRUST

HPT CAMBRIDGE LLC

HPT CLIFT TRS LLC

HPT CW MA REALTY LLC

HPT CY TRS, INC.

HPT GEARY ABC HOLDINGS LLC

HPT GEARY PROPERTIES TRUST

HPT IHG CHICAGO PROPERTY LLC

HPT IHG GA PROPERTIES LLC

HPT IHG-2 PROPERTIES TRUST

HPT IHG-3 PROPERTIES LLC

HPT SN HOLDING, INC.

HPT STATE STREET TRS LLC

HPT SUITE PROPERTIES TRUST

HPT TA PROPERTIES LLC

HPT TA PROPERTIES TRUST

HPT TRS IHG-2, INC.

HPT TRS INC.

HPT TRS MRP, INC.

HPT TRS SPES II, INC.

HPT TRS WYN, INC.

HPT WACKER DRIVE TRS LLC

HPTCY PROPERTIES TRUST

HPTMI HAWAII, INC.

HPTMI PROPERTIES TRUST

HPTWN PROPERTIES TRUST

ROYAL SONESTA, INC.

SVC GATEHALL DRIVE TRS LLC

SVC HOLDINGS 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

SVCN 1 LLC

SVCN 2 LLC 

SVCN 3 LLC

SVCN 4 LLC

SVCN 5 LLC

By:	/s/ Todd W. Hargreaves
	Todd W. Hargreaves President and Chief Investment Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Todd W. Hargreaves	President and Chief Investment Officer	April 4, 2024
Todd W. Hargreaves
/s/ Brian E. Donley	Chief Financial Officer and Treasurer	April 4, 2024
Brian E. Donley	(principal financial officer and principal accounting officer)
*	Trustee / Director	April 4, 2024
John G. Murray
*	Trustee / Director	April 4, 2024
Adam D. Portnoy

* By:	/s/ Brian E. Donley
	Brian E. Donley Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the following co-registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on April 4, 2024.

SVC HIGGINS ROAD TRS LLC

SVC MANNHEIM ROAD TRS LLC 

SVC WALTON PLACE TRS LLC

By:	/s/ Todd W. Hargreaves
	Todd W. Hargreaves President and Chief Investment Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated; and each of the undersigned officers and directors of each of the above co-registrants, hereby severally constitutes and appoints each of Todd W. Hargreaves and Brian E. Donley to sign for him, and in his name in the capacity indicated below, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 for the purpose of registering such securities under the Securities Act of 1933, as amended, and any and all subsequent amendments to the Registration Statement, hereby ratifying and confirming their signatures as they may be signed by their attorneys to this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 and any and all subsequent amendments to the Registration Statement.

Signature	Title	Date
/s/ Todd W. Hargreaves	President and Chief Investment Officer	April 4, 2024
Todd W. Hargreaves
/s/ Brian E. Donley	Chief Financial Officer and Treasurer	April 4, 2024
Brian E. Donley	(principal financial officer and principal accounting officer)
/s/ John G. Murray	Director	April 4, 2024
John G. Murray
/s/ Adam D. Portnoy	Director	April 4, 2024
Adam D. Portnoy

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the following co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on April 4, 2024.

HPT CW MA REALTY TRUST
By:	/s/ Brian E. Donley
	Brian E. Donley
	as Trustee and not individually

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brian E. Donley	as Trustee and not individually	April 4, 2024
Brian E. Donley
*	as Trustee and not individually	April 4, 2024
John G. Murray

* By:	/s/ Brian E. Donley
	Brian E. Donley Attorney-in-fact

EX-5.2

Exhibit 5.2

April 4, 2024

Service Properties Trust
Two Newton Place

255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634

Re: Registration Statement on Form S-3 (File No. 333-258975)

Ladies and Gentlemen:

We have served as Maryland counsel to Service Properties Trust, a Maryland real estate investment trust (the “Company”), and the Company’s subsidiaries listed on Schedule I hereto (the “Subsidiaries”), in connection with certain matters of Maryland law arising out of the registration of the following securities (collectively, the “Securities”): (i) debt securities of the Company (the “Debt Securities”); (ii) preferred shares of beneficial interest, $.01 par value per share (“Preferred Shares”), of the Company; (iii) depositary shares of the Company representing whole or fractional interests in Preferred Shares (“Depositary Shares”); (iv) common shares of beneficial interest, $.01 par value per share (“Common Shares”), of the Company; (v) warrants of the Company to purchase Debt Securities, Preferred Shares or Common Shares (“Warrants” and, together with the Debt Securities, the Preferred Shares, the Depositary Shares and the Common Shares, the “Company Securities”); and (vi) guarantees of Debt Securities (the “Subsidiary Guarantees”) by the Subsidiaries, covered by Post-Effective Amendment No. 2 to the above-referenced Registration Statement (as amended, the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.

In connection with our representation of the Company and the Subsidiaries, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.            The Registration Statement and the related form of prospectus included therein;

2.            The Amended and Restated Declaration of Trust, as amended and supplemented, of the Company (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.            The Second Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

Service Properties Trust

April 4, 2024

Page 2

4.            The Declarations of Trust (the “Trust Subsidiary Declarations of Trust”) of each of the Trust Subsidiaries (as defined on Schedule I), certified by the SDAT;

5.            The Bylaws (the “Trust Subsidiary Bylaws”) of each of the Trust Subsidiaries, certified as of the date hereof by an officer of each of the Trust Subsidiaries;

6.            The Articles of Organization (the “LLC Subsidiary Articles of Organization”) of each of the LLC Subsidiaries (as defined on Schedule I), certified by the SDAT;

7.            The Operating Agreements (the “LLC Subsidiary Operating Agreements”) of each of the LLC Subsidiaries, certified as of the date hereof by an officer of each of the LLC Subsidiaries;

8.            The Charters (the “Corporate Subsidiary Charters”) of each of the Corporate Subsidiaries (as defined on Schedule I), certified by the SDAT;

9.            The Bylaws (the “Corporate Subsidiary Bylaws” and, together with the Trust Subsidiary Declarations of Trust, Trust Subsidiary Bylaws, LLC Subsidiary Articles of Organization, LLC Subsidiary Operating Agreements and Corporate Subsidiary Charters, the “Subsidiary Documents”) of each of the Corporate Subsidiaries, certified as of the date hereof by an officer of each of the Corporate Subsidiaries;

10.          Certificates of the SDAT as to the good standing of the Company and the Subsidiaries, dated as of a recent date;

11.          Resolutions (the “Company Resolutions”) adopted by the Board of Trustees of the Company (the “Board”), relating to the registration of the Company Securities, certified as of the date hereof by an officer of the Company;

12.          Resolutions (the “Subsidiary Resolutions”) adopted by the Board of Trustees, Managing Members or the Board of Directors, as the case may be, of the Subsidiaries, relating to the registration of the Subsidiary Guarantees, certified as of the date hereof by an officer of each of the Subsidiaries;

13.          A certificate executed by an officer of the Company and each of the Subsidiaries, dated as of the date hereof; and

14.          Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

Service Properties Trust

April 4, 2024

Page 3

In expressing the opinion set forth below, we have assumed the following:

1.            Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.            Each individual executing any of the Documents on behalf of a party (other than the Company and the Subsidiaries) is duly authorized to do so.

3.            Each of the parties (other than the Company and the Subsidiaries) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.            All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.            The issuance of, and certain terms of, the Company Securities to be issued by the Company from time to time will be authorized and approved by the Board, or a duly authorized committee thereof, in accordance with the Maryland REIT Law, the Declaration of Trust, the Bylaws and the Company Resolutions (such approval referred to herein as the “Trust Proceedings”).

6.            The issuance of, and certain terms of, the Subsidiary Guarantees to be issued by the Subsidiaries from time to time will be authorized and approved by the Board of Trustees, Managing Member or Board of Directors, as the case may be, of each of the Subsidiaries, in accordance with the applicable Subsidiary Documents and Subsidiary Resolutions (such approval referred to herein as the “Subsidiary Proceedings”).

7.            Articles Supplementary creating and designating the number of shares and the terms of any class or series of Preferred Shares to be issued by the Company will be filed with and accepted for record by the SDAT prior to the issuance of such Preferred Shares.

8.            Upon the issuance of any Company Securities that are Common Shares (“Common Securities”), including Common Securities which may be issued upon conversion or exercise of any other Company Securities convertible into or exercisable for Common Securities, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.

Service Properties Trust

April 4, 2024

Page 4

9.            Upon the issuance of any Company Securities that are Preferred Shares (“Preferred Securities”), including (i) Preferred Securities which may be issued upon conversion or exercise of any other Company Securities convertible into or exercisable for Preferred Securities and (ii) Preferred Securities represented by Depositary Shares, the total number of Preferred Shares issued and outstanding, and the total number of issued and outstanding shares of the applicable class or series of Preferred Shares designated pursuant to the Declaration of Trust, will not exceed the total number of Preferred Shares or the number of shares of such class or series of Preferred Shares that the Company is then authorized to issue under the Declaration of Trust.

10.          The Securities will not be issued or transferred in violation of any restriction or limitation contained in Article VII (Restriction on Transfer and Ownership of Shares) of the Declaration of Trust.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.            The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.            Each of the Trust Subsidiaries is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.  Each of the LLC Subsidiaries is a limited liability company duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.  Each of the Corporate Subsidiaries is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

3.            Upon the completion of all Trust Proceedings relating to the Debt Securities, the issuance of the Debt Securities will be duly authorized.

4.            Upon the completion of all Trust Proceedings relating to the Preferred Securities, the issuance of the Preferred Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Preferred Securities will be validly issued, fully paid and nonassessable.

5.            Upon the completion of all Trust Proceedings relating to the Depositary Shares, the issuance of the Depositary Shares will be duly authorized.

Service Properties Trust

April 4, 2024

Page 5

6.            Upon the completion of all Trust Proceedings relating to the Common Securities, the issuance of the Common Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Common Securities will be validly issued, fully paid and nonassessable.

7.            Upon the completion of all Trust Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.

8.            Upon the completion of all Subsidiary Proceedings relating to the Subsidiary Guarantees, the Subsidiary Guarantees will be duly authorized.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Sullivan & Worcester LLP, counsel to the Company, may rely on this opinion in connection with an opinion of even date herewith to be issued by it relating to the issuance of the Securities.

Very truly yours,

/s/ Venable LLP

SCHEDULE I

Trust Subsidiaries

Subsidiaries that are Maryland real estate investment trusts (the “Trust Subsidiaries”)

1. Highway Ventures Properties Trust

2. HPT Geary Properties Trust

3. HPT IHG-2 Properties Trust

4. HPT Suite Properties Trust

5. HPT TA Properties Trust

6. HPTCY Properties Trust

7. HPTMI Properties Trust

8. HPTWN Properties Trust

LLC Subsidiaries

Subsidiaries that are Maryland limited liability companies (the “LLC Subsidiaries”)

9. Harbor Court Associates, LLC

10. Highway Ventures Properties LLC

11. HPT Clift TRS LLC

12. HPT CW MA Realty LLC

13. HPT Geary ABC Holdings LLC

14. HPT IHG Chicago Property LLC

15. HPT IHG GA Properties LLC

16. HPT IHG-3 Properties LLC

17. HPT State Street TRS LLC

18. HPT TA Properties LLC

19. HPT Wacker Drive TRS LLC

20. SVC Gatehall Drive TRS LLC

21. SVC Higgins Road TRS LLC

22. SVC Holdings LLC

23. SVC Jersey City TRS LLC

24. SVC Mannheim Road TRS LLC

25. SVC Morris Plains TRS LLC

26. SVC Nanuet TRS LLC

27. SVC NJ TRS LLC

28. SVC Randolph Street TRS LLC

29. SVC Redondo Beach TRS LLC

30. SVC Minneapolis TRS LLC

31. SVC Walton Place TRS LLC

Corporate Subsidiaries

Subsidiaries that are Maryland corporations (the “Corporate Subsidiaries”)

32. Cambridge TRS, Inc.

33. HPT CY TRS, Inc.

34. HPT TRS IHG-2, Inc.

35. HPT TRS Inc.

36. HPT TRS MRP, Inc.

37. HPT TRS SPES II, Inc.

38. HPT TRS WYN, Inc.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-258975 on Form S-3 of our reports dated February 28, 2024 relating to the financial statements of Service Properties Trust (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

April 4, 2024

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned, Rajan C. Penkar, hereby constitutes and appoints Todd W. Hargreaves and Brian E. Donley, and each of them, with full power to act without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any and all amendments and supplements to the registration statement on Form S-3 (File No. 333-258975) for the purpose of registering such securities under the Securities Act of 1933, as amended, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, and hereby grants to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done, and to take or cause to be taken any and all such further actions in connection with such registration statement as such attorneys-in-fact and agents, in each of their sole discretion, deems necessary or appropriate, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Rajan C. Penkar	Independent Trustee	April 4, 2024
Rajan C. Penkar

EX-25.1

Exhibit 25.1

securities and exchange commission

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

¨  Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

91-1821036

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

David W. Doucette

U.S. Bank Trust Company, National Association

One Federal Street, 10th Floor

Boston, MA 02110

(617) 603-6534

(Name, address and telephone number of agent for service)

SERVICE PROPERTIES TRUST

SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)

(Exact name of obligor as specified in its charter)

Maryland	04-3262075
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts
	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities

and Guarantees of Senior Debt Securities

(Title of the Indenture Securities)

TABLE OF CO-REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Jurisdiction of Incorporation or Organization	Entity Type	IRS Employer Identification Number
Banner NewCo LLC	Delaware	Limited liability company	84-3069989
Cambridge TRS, Inc.	Maryland	Corporation	45-4167445
Harbor Court Associates, LLC	Maryland	Limited liability company	56-2550257
Highway Ventures Borrower LLC	Delaware	Limited liability company	84-3373977
Highway Ventures LLC	Delaware	Limited liability company	84-3373884
Highway Ventures Properties LLC	Maryland	Limited liability company	26-0240108
Highway Ventures Properties Trust	Maryland	Real estate investment trust	26-0239999
HPT Cambridge LLC	Massachusetts	Limited liability company	04-6148511
HPT Clift TRS LLC	Maryland	Limited liability company	82-4109793
HPT CW MA Realty LLC	Maryland	Limited liability company	85-1552858
HPT CW MA Realty Trust	Massachusetts	Nominee Trust	46-2440496
HPT CY TRS, Inc.	Maryland	Corporation	46-1213113
HPT Geary ABC Holdings LLC	Maryland	Limited liability company	46-1920850
HPT Geary Properties Trust	Maryland	Real estate investment trust	46-2080511
HPT IHG Chicago Property LLC	Maryland	Limited liability company	84-2997973
HPT IHG GA Properties LLC	Maryland	Limited liability company	20-2870357
HPT IHG-2 Properties Trust	Maryland	Real estate investment trust	20-1997811
HPT IHG-3 Properties LLC	Maryland	Limited liability company	20-3947942
HPT SN Holding, Inc.	New York	Corporation	13-5648107
HPT State Street TRS LLC	Maryland	Limited liability company	84-2998086
HPT Suite Properties Trust	Maryland	Real estate investment trust	04-3397210
HPT TA Properties LLC	Maryland	Limited liability company	20-8260669
HPT TA Properties Trust	Maryland	Real estate investment trust	20-8260357
HPT TRS IHG-2, Inc.	Maryland	Corporation	20-2131948
HPT TRS Inc.	Maryland	Corporation	04-3548096
HPT TRS MRP, Inc.	Maryland	Corporation	27-4654560
HPT TRS SPES II, Inc.	Maryland	Corporation	43-2012365
HPT TRS WYN, Inc.	Maryland	Corporation	46-0781608
HPT Wacker Drive TRS LLC	Maryland	Limited liability company	84-2998217
HPTCY Properties Trust	Maryland	Real estate investment trust	04-3308179
HPTMI Hawaii, Inc.	Delaware	Corporation	04-3563876
HPTMI Properties Trust	Maryland	Real estate investment trust	04-3360772
HPTWN Properties Trust	Maryland	Real estate investment trust	04-3308198
Royal Sonesta, Inc.	Louisiana	Corporation	72-0803191
SVC Gatehall Drive TRS LLC	Maryland	Limited liability company	86-1396045
SVC Higgins Road TRS LLC	Maryland	Limited liability company	99-1464000
SVC Holdings LLC	Maryland	Limited liability company	84-4879602
SVC Jersey City TRS LLC	Maryland	Limited liability company	85-3494714
SVC Mannheim Road TRS LLC	Maryland	Limited liability company	99-1464197
SVC Minneapolis TRS LLC	Maryland	Limited liability company	87-2924574
SVC Morris Plains TRS LLC	Maryland	Limited liability company	85-3494969
SVC Nanuet TRS LLC	Maryland	Limited liability company	85-3495195
SVC NJ TRS LLC	Maryland	Limited liability company	85-2484541
SVC Randolph Street TRS LLC	Maryland	Limited liability company	85-3500521

- 2 -

SVC Redondo Beach TRS LLC	Maryland	Limited liability company	85-3506957
SVC Walton Place TRS LLC	Maryland	Limited liability company	99-1464425
SVCN 1 LLC	Delaware	Limited liability company	20-1262089
SVCN 2 LLC	Delaware	Limited liability company	20-2928350
SVCN 3 LLC	Delaware	Limited liability company	20-3118006
SVCN 4 LLC	Delaware	Limited liability company	84-3069763
SVCN 5 LLC	Delaware	Limited liability company	84-3069896

- 3 -

FORM T-1

Item 1.            GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.            AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15     Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.         LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee, attached as Exhibit 1.
2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3.	A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.

4. A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2023 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

- 4 -

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 4th of April, 2024.

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

- 5 -

Exhibit 1

ARTICLES OF ASSOCIATION

OF

U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

For the purpose of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:

FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.

SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.

- 1 -

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.

No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.

Transfers of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.

Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

- 2 -

Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.

Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the Association.

(2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3) Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the Association's management or committees of the board.

(7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8) Manage and administer the business and affairs of the Association.

(9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

- 3 -

(10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.

- 4 -

In witness whereof, we have hereunto set our hands this 11th of June, 1997.

/s/ Jeffrey T. Grubb

Jeffrey T. Grubb

/s/ Robert D. Sznewajs

Robert D. Sznewajs

/s/ Dwight V. Board

Dwight V. Board

/s/ P. K. Chatterjee

P. K. Chatterjee

/s/ Robert Lane

Robert Lane

Exhibit 2

 

Exhibit 4

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1.  Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 1.2.  Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.

Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.

Section 1.3.  Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.

Section 1.4.  Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.

Section 1.5.  Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.

Section 1.6.  Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

Section 1.7.  Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 1.8.  Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

Section 1.9.  Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

ARTICLE II

Directors

Section 2.1.  Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

Section 2.2.  Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 2.3.  Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.

Section 2.4.  Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 2.5.   Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.

Section 2.6.   Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.

Section 2.7.   Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 2.8.   Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.

Section 2.9.  Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.

Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

ARTICLE III

Committees

Section 3.1.  Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.

Section 3.2.  Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:

(1)   Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2)   Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

Section 3.3.  Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.

Section 3.4.   Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.

Section 3.5.  Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.

Section 3.6.  Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.

ARTICLE IV

Officers

Section 4.1.  Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.

Section 4.2.  President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.

Section 4.3.  Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.

Section 4.4.  Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.

Section 4.5.  Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.

Section 4.6.  Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.

ARTICLE V

Stock

Section 5.1.  The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.

ARTICLE VI

Corporate Seal

Section 6.1.  The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:

ARTICLE VII

Miscellaneous Provisions

Section 7.1.  Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.

Section 7.2.  Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

Section 7.3.  Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 7.4.  Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.

Section 7.5.  Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association. Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.

ARTICLE VIII

Indemnification

Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).

Section 8.2.  Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.

ARTICLE IX

Bylaws: Interpretation and Amendment

Section 9.1.  These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.

Section 9.2.   A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.

ARTICLE X

Miscellaneous Provisions

Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.

***

(February 8, 2021)

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 4, 2024

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

Exhibit 7

U.S. Bank Trust Company, National Association

Statement of Financial Condition

as of 12/31/2023

($000’s)

	12/31/2023
Assets
Cash and Balances Due From Depository Institutions	$	1,171,838
Securities		4,441
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,409
Intangible Assets		578,492
Other Assets		218,268
Total Assets	$	1,974,448

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		255,900
Total Liabilities	$	255,900

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		546,713
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,718,548
Total Liabilities and Equity Capital	$	1,974,448

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Service Properties Trust

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form  Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to be paid

Debt

Debt Securities

Rule 457(r)

(1)

(1)

(1)(2)

(3)

(3)

Equity

Preferred Shares of Beneficial Interest

Rule 457(r)

(1)

(1)

(1)(2)

(3)

(3)

Equity

Depositary Shares Representing Preferred Shares(4)

Rule 457(r)

(1)

(1)

(1)(2)

(3)

(3)

Equity

Common Shares of Beneficial Interest, $.01 par value per share

Rule 457(r)

(1)

(1)

(1)(2)

(3)

(3)

Other

Warrants

Rule 457(r)

(1)

(1)

(1)(2)

(3)

(3)

Other

Guarantees of Debt Securities of Service Properties Trust

Rule 457(n)

(5)

(5)

(5)

(5)

(5)

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offset

N/A

Net Fee Due

N/A

(1) Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form S-3. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, including under any anti-dilution provisions, or that are issued in units or represented by depositary shares. Securities registered hereunder may be sold separately or in any combination with other securities registered hereunder.

(2) Exclusive of accrued interest, distributions and dividends, if any.

(3) In reliance on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrant is deferring payment of the registration fee.

(4) Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event the Registrant elects to offer to the public fractional interests in preferred shares of beneficial interest registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and preferred shares of beneficial interest will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares.

(5) There are being registered hereunder guarantees of the debt securities of the Registrant by certain of the Registrant’s subsidiaries listed in the “Subsidiary Guarantor Registrants” table in the Form S-3. No separate consideration will be paid in respect of such guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable in respect of such guarantees.