Exhibit










Exhibit 10.2


EXECUTION VERSION


PLEDGE AMENDMENT
May 22, 2020
Reference is hereby made to the Pledge Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of May 8, 2020, by and among Service Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgors and the other Subsidiaries of the Borrower from time to time party thereto as Pledgors, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), whereby each of the undersigned has pledged certain capital stock, membership interests, beneficial interests and partnership interests, as applicable, of certain of its Subsidiaries as collateral to the Administrative Agent, for the ratable benefit of the Lenders, as more fully described in the Pledge Agreement.  This Amendment is a “Pledge Amendment” as defined in the Pledge Agreement and is, together with the acknowledgments, certificates, and Transfer Powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement.  Capitalized terms used herein and not defined herein shall have the meanings given to them in the Pledge Agreement. 
By its execution below, each of the undersigned hereby agrees that (i) this Amendment may be attached to the Pledge Agreement and that the Pledged Collateral listed on Schedule I hereto shall be part of the Pledged Collateral referred to in the Pledge Agreement and shall secure all Obligations in accordance with the terms of the Pledge Agreement and (ii) each limited liability company and trust listed on Schedule I hereto shall continue to be a Pledged Subsidiary for all purposes of the Pledge Agreement.
By its execution below, each of the undersigned represents and warrants that it has full power and authority to execute this Pledge Amendment and that the representations and warranties contained in Section 6 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the additional Pledged Collateral relating hereto.  The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed.
[The remainder of this page is intentionally blank.]

















IN WITNESS WHEREOF, the Pledgor has duly executed and delivered this Pledge Amendment to the Pledge Agreement as of the date first set forth above.


Service Properties Trust, as a Pledgor


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




Banner Newco LLC, as a Pledgor


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




Highway ventures borrower LLC, as a Pledgor


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




Highway Ventures Properties trust, as a Pledgor


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













Schedule I
to
Pledge Amendment
PLEDGED SUBSIDIARIES
	
					
	Pledgor
	Pledged Subsidiary
	Certificate No.
	No. of Shares / Units Owned
	Percentage of Ownership

	Highway Ventures Borrower LLC
	Highway Ventures Properties Trust
	3
	1,000
	100%

	Service Properties Trust
	HPTWN Properties Trust
	2
	100
	100%

	Banner NewCo LLC
	SVCN 3 LLC
	1
	N/A
	100%

	Service Properties Trust
	HPT Suite Properties Trust
	2
	1,000
	100%

	Banner NewCo LLC
	SVCN 4 LLC
	1
	N/A
	100%

	Highway Ventures Properties Trust
	Highway Ventures Properties LLC
	1
	N/A
	100%

	Service Properties Trust
	Banner NewCo LLC
	1
	N/A
	100%



















ACKNOWLEDGMENT
TO
PLEDGE AMENDMENT
May 22, 2020
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by the applicable Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee.


[Signature pages follow.]













Signature Page to Acknowledgment to Pledge Amendment


Highway Ventures Properties Trust


		
	By:  
	/s/ Brian E. Donley    


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


HPTWN Properties Trust


		
	By:  
	/s/ Brian E. Donley    


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


HPT Suite Properties Trust


		
	By:  
	/s/ Brian E. Donley    


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


SVCN 3 LLC


		
	By:  
	/s/ Brian E. Donley    


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


SVCN 4 LLC


		
	By:  
	/s/ Brian E. Donley    


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



















Highway Ventures Properties LLC


		
	By:  
	/s/ Brian E. Donley    


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


Banner NewCo LLC


		
	By:  
	/s/ Brian E. Donley    


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