EXHIBIT 10.3


LEASE AGREEMENT,


dated as of January
31, 2007,


by and among


HPT TA PROPERTIES
TRUST and HPT TA PROPERTIES LLC,


AS LANDLORD,


AND


TA LEASING LLC,


AS TENANT


LEASE AGREEMENT


THIS LEASE
AGREEMENT is entered into as of January 31, 2007, by and among HPT TA
PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA
PROPERTIES LLC, a Maryland limited liability company (collectively, “LANDLORD”),
and TA LEASING LLC, a Delaware limited liability company (“TENANT”).


WITNESSETH:


WHEREAS, Landlord
holds fee simple title to, and/or the leasehold interest in, the Leased
Property constituting Real Property (other than the Retained Buildings), and
good title to all other Leased Property (these and other capitalized terms used
and not otherwise defined herein having the meanings given such terms in
ARTICLE 1); and


WHEREAS, Landlord
wishes to lease the Leased Property to Tenant and Tenant wishes to lease the
Leased Property from Landlord, subject to and upon the terms and conditions
herein set forth;


NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:


ARTICLE 1


DEFINITIONS


For all purposes
of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (a) the terms defined in this Article shall have the
meanings assigned to them in this Article and include the plural as well as the
singular, (b) all accounting terms not otherwise defined herein shall have the
meanings assigned to them in accordance with GAAP, (c) all references in this
Agreement to designated “Articles”, “Sections” and other subdivisions are to
the designated Articles, Sections and other subdivisions of this Agreement, and
(d) the words “herein”, “hereof”, “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section
or other subdivision.


1.1  “ADDITIONAL
CHARGES” shall have the meaning given such term in SECTION 3.1.3.


1.2  “ADDITIONAL
RENT” shall have the meaning given such term in SECTION 3.1.2(a).



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1.3  “AFFILIATED
PERSON” shall mean, with respect to any Person, (a) in the case of any such
Person which is a partnership, any partner in such partnership, (b) in the case
of any such Person which is a limited liability company, any member of such
company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary
of a Parent with respect to such Person or to one or more of the Persons
referred to in the preceding clauses (a) and (b), (d) any other Person who is
an officer, director, trustee or employee of, or partner in or member of, such
Person or any Person referred to in the preceding clauses (a), (b) and (c), and
(e) any other Person who is a member of the Immediate Family of such Person or
of any Person referred to in the preceding clauses (a) through (d).


1.4  “AGREEMENT”
shall mean this Lease Agreement, including all exhibits attached hereto, as it
and they may be amended from time to time as herein provided.


1.5  “ALLOWANCE”
shall have the meaning given such term in SECTION 5.1.1(c).


1.6  “APPLICABLE
LAWS” shall mean all applicable laws, statutes, regulations, rules, ordinances,
codes, licenses, permits, notices and orders, from time to time in existence,
of all courts of competent jurisdiction and Government Agencies, and all
applicable judicial and administrative and regulatory decrees, judgments and
orders, including common law rulings and determinations, relating to injury to,
conservation of, or the protection of, real or personal property, Transferred
Trademarks or human health or the Environment, including, without limitation,
all valid and lawful requirements of courts and other Government Agencies
pertaining to reporting, licensing, permitting, investigation, remediation and
removal of underground improvements (including, without limitation, treatment
or storage tanks, or water, natural gas or oil wells), or emissions,
discharges, releases or threatened releases of Hazardous Substances, chemical
substances, pesticides, petroleum or petroleum products, pollutants,
contaminants or hazardous or toxic substances, materials or wastes whether
solid, liquid or gaseous in nature, into the Environment, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances, underground improvements
(including, without limitation, treatment or storage tanks, or water, gas or
oil wells), or pollutants, contaminants or hazardous or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature.



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1.7  “AWARD”
shall mean all compensation, sums or other value awarded, paid or received by
virtue of a total or partial Condemnation of any Property (after deduction of
all reasonable legal fees and other reasonable costs and expenses, including,
without limitation, expert witness fees, incurred by Landlord, in connection
with obtaining any such award).


1.8  “BASE
FUEL GROSS REVENUES” shall mean, with respect to any Property, the amount of
Gross Fuel Revenues for such Property for the Base Year; PROVIDED, HOWEVER,
that, with respect to any Property then subject to a TA Franchise Agreement,
Base Fuel Gross Revenues shall be the Gross Fuel Revenues of the franchisee
under the TA Franchise Agreement for the Base Year (as reported by such
franchisee pursuant to the applicable TA Franchise Agreement) and not include
amounts otherwise payable to the franchisor under such TA Franchise Agreement.


1.9  “BASE
NON-FUEL GROSS REVENUES” shall mean, with respect to any Property, the amount
of Gross Non-Fuel Revenues for such Property for the Base Year; PROVIDED,
HOWEVER, that, with respect to any Property then subject to a TA Franchise
Agreement, Base Non-Fuel Gross Revenues shall be the Gross Non-Fuel Revenues of
the franchisee under the TA Franchise Agreement for the Base Year (as reported
by such franchisee pursuant to the applicable TA Franchise Agreement) and not
include amounts otherwise payable to the franchisor under such TA Franchise
Agreement.


1.10  “BASE
YEAR” shall mean the 2011 calendar year.


1.11  “BUSINESS
DAY” shall mean any day other than Saturday, Sunday, or any other day on which
banking institutions in The Commonwealth of Massachusetts are authorized by law
or executive action to close.


1.12  “CAPITAL
ADDITION” shall mean, with respect to any Property, any renovation, repair or
improvement to such Property, the cost of which constitutes a Capital
Expenditure.


1.13  “CAPITAL
EXPENDITURE” shall mean any expenditure treated as capital in nature in
accordance with GAAP.


1.14  “CAPITAL
REPLACEMENTS BUDGET” shall have the meaning given such term in SECTION
5.1.1(b).


1.15  “CHANGE
IN CONTROL” shall mean (a) the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire
9.8% or more, of the outstanding shares of voting stock or other voting
interests of Tenant or any Guarantor, as the case may be,



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or the power to direct
the management and policies of Tenant or any Guarantor, directly or indirectly,
(b) the merger or consolidation of Tenant or any Guarantor with or into any
other Person (other than the merger or consolidation of any Person into Tenant
or any Guarantor that does not result in a Change in Control of Tenant or such
Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or
more sales or conveyances to any Person of all or any material portion of its
assets (including capital stock or other equity interests) or business of
Tenant or any Guarantor, as the case may be, or (d) the cessation, for any
reason, of the individuals who at the beginning of any twenty-four (24)
consecutive month period (commencing on the Commencement Date) constituted the
board of directors of Tenant or any Guarantor (together with any new directors
whose election by such board or whose nomination for election by the
shareholders of Tenant or such Guarantor, as the case may be, was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of any such period or whose election or nomination
for election was previously so approved) to constitute a majority of the board
of directors of Tenant or any Guarantor then in office.


1.16  “CLAIM”
shall have the meaning given such term in ARTICLE 8.


1.17  “CODE”
shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the
Treasury Regulations promulgated thereunder, each as from time to time amended.


1.18  “COMMENCEMENT
DATE” shall mean the date hereof.


1.19  “CONDEMNATION”
shall mean, with respect to any Property, or any portion thereof, (a) the
exercise of any governmental power with respect to such Property, whether by
legal proceedings or otherwise, by a Condemnor of its power of condemnation,
(b) a voluntary sale or transfer of such Property by Landlord to any Condemnor,
either under threat of condemnation or while legal proceedings for condemnation
are pending, or (c) a taking or voluntary conveyance of such Property, or any
interest therein, or right accruing thereto or use thereof, as the result or in
settlement of any condemnation or other eminent domain proceeding affecting
such Property, whether or not the same shall have actually been commenced.


1.20  “CONDEMNOR”
shall mean any public or quasi-public Person, having the power of Condemnation.



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1.21   “CONSOLIDATED
FINANCIALS” shall mean, for any Fiscal Year or other accounting period of TCA, annual
audited and quarterly unaudited financial statements of TCA prepared on a
consolidated basis, including TCA’s consolidated balance sheet and the related
statements of income and cash flows, all in reasonable detail, and setting
forth in comparative form the corresponding figures for the corresponding
period in the preceding Fiscal Year, and prepared in accordance with GAAP
throughout the periods reflected.


1.22  “DATE
OF TAKING” shall mean, with respect to any Property, the date the Condemnor has
the right to possession of such Property, or any portion thereof, in connection
with a Condemnation.


1.23  “DEFAULT”
shall mean any event or condition which with the giving of notice and/or lapse
of time would be an Event of Default.


1.24  “DISBURSEMENT
RATE” shall mean an annual rate of interest, as of the date of determination,
equal to the greater of (i) the Interest Rate and (ii) the per annum rate for
ten (10) year U.S. Treasury Obligations as published in THE WALL STREET JOURNAL
plus three hundred fifty (350) basis points.


1.25  “DISTRIBUTION”
shall mean (a) any declaration or payment of any dividend (except ordinary cash
dividends payable in common stock or other equity interests of Tenant) on or in
respect of any shares of any class of capital stock or other equity interests
of Tenant, (b) any purchase, redemption, retirement or other acquisition of any
shares of any class of capital stock of a corporation, (c) any other
distribution on or in respect of any shares of any class of capital stock of
Tenant or (d) any return of capital to shareholders.


1.26  “EASEMENT
AGREEMENT” shall mean any conditions, covenants and restrictions, easements,
declarations, licenses and other agreements which are Permitted Encumbrances
and such other agreements as may be granted in accordance with SECTION 19.1.


1.27  “ENCUMBRANCE”
shall have the meaning given such term in SECTION 20.1.


1.28  “ENTITY”
shall mean any corporation, general or limited partnership, limited liability
company or partnership, stock company or association, joint venture,
association, company, trust, bank, trust company, land trust, business trust,



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real estate investment
trust, cooperative, any government or agency, authority or political
subdivision thereof or any other entity.


1.29  “ENVIRONMENT”
shall mean soil, surface waters, ground waters, land, biota, sediments, surface
or subsurface strata and ambient air.


1.30  “ENVIRONMENTAL
OBLIGATION” shall have the meaning given such term in SECTION 4.3.1.


1.31  “ENVIRONMENTAL
NOTICE” shall have the meaning given such term in SECTION 4.3.1.


1.32  “ENVIRONMENTAL
REPORT” shall have the meaning given such term in SECTION 4.3.2.


1.33  “EVENT
OF DEFAULT” shall have the meaning given such term in SECTION 12.1.


1.34  “EXCESS
FUEL GROSS REVENUES” shall mean, with respect to any Property, with respect to
any Lease Year, or portion thereof, the amount of Gross Fuel Revenues for such
Property for such Lease Year, or portion thereof, in excess of Base Fuel Gross
Revenues for such Property for the equivalent period during the Base Year.


1.35  “EXCESS
NON-FUEL GROSS REVENUES” shall mean, with respect to any Property, with respect
to any Lease Year, or portion thereof, the amount of Gross Non-Fuel Revenues
for such Property for such Lease Year, or portion thereof, in excess of Base
Non-Fuel Gross Revenues for such Property for the equivalent period during the
Base Year.


1.36  “EXISTING
THIRD PARTY TRADE NAMES AND SERVICE MARK RIGHTS” shall mean the rights as set
forth in any TA Franchise Agreement in effect as of the Commencement Date
licensed to third parties in the trade names, trademarks, service marks, domain
names, logos and other brand-source indicia. including all goodwill related
thereto which constitute a part of the Transferred Trademarks.


1.37  “FAIR
MARKET VALUE” shall mean the price an unaffiliated and willing buyer would pay
for the interest of Landlord in the applicable Property (or the interest of
Tenant in the case of any Retained Buildings) in its existing condition as of
the date of determination, with all relevant factors being



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known to both parties,
under terms and conditions customary for like transactions in the area in which
the Property is located.


1.38  “FAIR
MARKET VALUE RENT” shall mean the per annum minimum rent which would be payable
monthly in advance for the applicable Property in its then current condition
and for its then current use, on the terms and conditions of this Agreement
(including, without limitation, the obligation to pay Additional Rent).


1.39  “FINANCIAL
OFFICER’S CERTIFICATE” shall mean, as to any Person, a certificate of the chief
executive officer, chief financial officer or chief accounting officer (or such
officers’ authorized designee) of such Person, duly authorized, accompanying
the financial statements required to be delivered by such Person pursuant to
SECTION 17.2, in which such officer shall certify (a) that such statements have
been properly prepared in accordance with GAAP and are true, correct and
complete in all material respects and fairly present the consolidated financial
condition of such Person at and as of the dates thereof and the results of its
operations for the periods covered thereby, and (b) in the event that the
certifying party is an officer of Tenant and the certificate is being given in
such capacity, that no Event of Default has occurred and is continuing
hereunder.


1.40  “FISCAL
YEAR” shall mean the calendar year or such other annual period designated by
Tenant and approved by Landlord.


1.41  “FIXTURES”
shall have the meaning given such term in SECTION 2.1(d).


1.42  “FUEL
SALES CAP” shall mean, for the 2012 Lease Year, three tenths of one percent
(0.3%) of the aggregate Base Fuel Gross Revenues for the Leased Property; and,
for each Lease Year thereafter, (x) the Additional Rent on account of Excess
Fuel Gross Revenues for the prior Lease Year multiplied by (y) the greater of
one, or a fraction, the numerator of which is the Index for January of the then
current Lease Year and the denominator of which is the Index for January of the
preceding Lease Year.


1.43  “GAAP”
shall mean generally accepted accounting principles consistently applied.


1.44  “GOVERNMENT
AGENCIES” shall mean any court, agency, authority, board (including, without
limitation, environmental



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protection, planning and
zoning), bureau, commission, department, office or instrumentality of any
nature whatsoever of any governmental or quasi-governmental unit of the United
States or any State or any county or any political subdivision of any of the
foregoing, whether now or hereafter in existence, having jurisdiction over
Tenant or any Property, or any portion thereof, or any Travel Center operated
thereon.


1.45  “GROSS
FUEL REVENUES” shall mean, with respect to any Property, for each Fiscal Year
during the Term, all revenues and receipts (determined on an accrual basis and
in all material respects in accordance with GAAP) of every kind derived from
the provision, sale or trade of motor fuel and gasoline at such Property;
PROVIDED, HOWEVER, that Gross Fuel Revenues shall not include the following: allowances
according to GAAP for uncollectible accounts, including credit card accounts
and other administrative discounts; federal, state or municipal excise, sales,
use, occupancy or similar taxes included as part of the sales price of any
goods or services; insurance proceeds (other than proceeds from business
interruption or other loss of income insurance); and any amounts included in
Gross Non-Fuel Revenues; FURTHER, PROVIDED, that, with respect to any Property
subject to a TA Franchise Agreement, Gross Fuel Revenues shall be the Gross
Fuel Revenues of the franchisee under the TA Franchise Agreement (as reported
by such franchisee pursuant to the applicable TA Franchise Agreement to the
extent compliant with Section 856(d)(2) of the Code) and not include amounts
otherwise payable to the franchisor under such TA Franchise Agreement.


1.46  “GROSS
NON-FUEL REVENUES” shall mean, with respect to any Property, for each Fiscal
Year during the Term, all revenues and receipts (determined on an accrual basis
and in all material respects in accordance with GAAP) of every kind derived
from renting, using and/or operating such Property and parts thereof,
including, but not limited to: all rents and revenues received or receivable
for the use of or otherwise by reason of all goods sold, services performed,
space or facilities subleased on such Property, or any portion thereof,
including, without limitation, any other arrangements with third parties
relating to the possession or use of any portion of such Property; and proceeds,
if any, from business interruption or other loss of income insurance; PROVIDED,
HOWEVER, that Gross Non-Fuel Revenues shall not include the following:
allowances according to GAAP for uncollectible accounts, including credit card
accounts and other administrative discounts; federal, state or municipal
excise, sales, use, occupancy or similar taxes included as part of the sales
price of any goods or services; insurance proceeds (other than proceeds from
business interruption or other loss of income



 8
 









insurance); Award
proceeds (other than for a temporary Condemnation); any proceeds from any sale
of such Property or from the refinancing of any debt encumbering such Property;
proceeds from the disposition of furnishings, fixture and equipment no longer necessary
for the operation of the Travel Center located thereon; any security deposits
and other advance deposits, until and unless the same are forfeited to Tenant
or applied for the purpose for which they were collected; interest income from
any bank account or investment of Tenant; and any amounts included in Gross
Fuel Revenues; FURTHER, PROVIDED, that, with respect to any Property subject to
a TA Franchise Agreement, Gross Non-Fuel Revenues shall be the Gross Non-Fuel
Revenues of the franchisee under the TA Franchise Agreement (as reported by
such franchisee pursuant to the applicable TA Franchise Agreement to the extent
compliant with Section 856(d)(2) of the Code) and not include amounts otherwise
payable to the franchisor under such TA Franchise Agreement.


1.47  “GROUND
LEASES” shall mean, collectively, any and all ground leases in effect with
respect to any portion of the Real Property.


1.48  “GUARANTOR”
shall mean, collectively, TCA, Subtenant, TravelCenters of America Holding
Company LLC, and each and every other guarantor of Tenant’s obligations under
this Agreement, and each such guarantor’s successors and assigns, jointly and
severally.


1.49  “GUARANTY”
shall mean any guaranty agreement executed by a Guarantor in favor of Landlord
pursuant to which the payment or performance of Tenant’s obligations under this
Agreement are guaranteed, together with all modifications, amendments and
supplements thereto.


1.50  “HAZARDOUS
SUBSTANCES” shall mean any substance:


(a)  the
presence of which requires or may hereafter require notification, investigation
or remediation under any Applicable Law; or


(b)  which
is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous
substance” or “pollutant” or “contaminant” under any Applicable Law including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Section 9601 ET SEQ.) and the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 ET SEQ.) and the regulations
promulgated thereunder; or


(c)  which
is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by
any Governmental Agencies; or


(d)  the
presence of which on any Property, or any portion thereof, causes or materially
threatens to cause an unlawful nuisance upon such Property, or any portion
thereof, or to adjacent properties or poses or materially threatens to pose a
hazard to such Property, or any portion thereof, or to the health or safety of
persons; or


(e)  without
limitation, which contains gasoline, diesel fuel or other petroleum
hydrocarbons or volatile organic compounds; or


(f)  without
limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea
formaldehyde foam insulation; or


(g)  without
limitation, which contains or emits radioactive particles, waves or material.


1.51  “IMMEDIATE
FAMILY” shall mean, with respect to any individual, such individual’s spouse,
parents, brothers, sisters, children (natural or adopted), stepchildren,
grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law,
nephews and nieces.


1.52  “IMPOSITIONS”
shall mean, collectively, all taxes (including, without limitation, all taxes
imposed under the laws of any State, as such laws may be amended from time to
time, and all ad valorem, sales and use, occupancy, or similar taxes as the
same relate to or are imposed upon Landlord, Tenant or the business conducted
upon the Leased Property), assessments (including, without limitation, all
assessments for public improvements or benefit, whether or not commenced or
completed prior to the date hereof), water, sewer or other rents and charges,
excises, tax levies, fees (including, without limitation, license, permit,
inspection, authorization and similar fees), and all other governmental
charges, in each case whether general or special, ordinary or extraordinary,
foreseen or unforeseen, of every character in respect of the Leased Property or
the business conducted upon the Leased Property by Tenant (including all
interest and penalties thereon due to any failure in payment



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by Tenant), which at any
time prior to, during or in respect of the Term hereof may be assessed or
imposed on or in respect of or be a lien upon (a) Landlord’s interest in the
Leased Property, (b) the Leased Property or any part thereof or any rent
therefrom or any estate, right, title or interest therein, or (c) any
occupancy, operation, use or possession of, or sales from, or activity
conducted on, or in connection with the Leased Property or the leasing or use
of the Leased Property or any part thereof by Tenant; PROVIDED, HOWEVER, that
nothing contained herein shall be construed to require Tenant to pay and the
term “Impositions” shall not include (i) any tax based on net income imposed on
Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but
excluding any mortgage or similar tax payable in connection with a Property
Mortgage) or other tax imposed with respect to the sale, exchange or other
disposition by Landlord of the Leased Property or the proceeds thereof, (iv)
any single business, gross receipts tax, transaction privilege, rent or similar
taxes as the same relate to or are imposed upon Landlord, (v) any interest or
penalties imposed on Landlord as a result of the failure of Landlord to file
any return or report timely and in the form prescribed by law or to pay any tax
or imposition, except to the extent such failure is a result of a breach by
Tenant of its obligations pursuant to SECTION 3.1.3, (vi) any impositions
imposed on Landlord that are a result of Landlord not being considered a “United
States person” as defined in Section 7701(a)(30) of the Code, (vii) any
impositions that are enacted or adopted by their express terms as a substitute
for any tax that would not have been payable by Tenant pursuant to the terms of
this Agreement or (viii) any impositions imposed as a result of a breach of
covenant or representation by Landlord in any agreement governing Landlord’s
conduct or operation or as a result of the negligence or willful misconduct of
Landlord.


1.53  “INDEBTEDNESS”
shall mean (without duplication), (i) all obligations for borrowed money, (ii)
the maximum amount available to be drawn under all surety bonds, letters of
credit and bankers’ acceptances issued or created for the account of Tenant
and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all
obligations to pay the deferred purchase price of property or services,
excluding trade payables incurred in the ordinary course of business, but
including all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by Tenant,
(iv) all leases required, in accordance with GAAP, to be recorded as capital
leases on Tenant’s balance sheet, (v) the principal balance outstanding and
owing by Tenant



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under any synthetic
lease, tax retention operating lease or similar off-balance sheet financing
product, and (vi) all guaranties of or other liabilities with respect to the
debt of another Person.


1.54  “INDEX”
shall mean the Consumer Price Index for Urban Wage Earners and Clerical
Workers, U.S., All Items, 1982-1984=100. The Index is presently published by
the Bureau of Labor Statistics of the United States Department of Labor. If
publication of the Index ceases, computations with respect to which the Index
is to be applied shall be computed on the basis of whatever index published by
the United States Department of Labor at that time is most nearly comparable.
If the Index ceases to use 1982-84=100 as the basis of calculation, then the
Index shall be converted to the amount(s) that would have resulted had the
manner of calculating the Index in effect at the Commencement Date.


1.55  “INSURANCE
REQUIREMENTS” shall mean all terms of any insurance policy required by this
Agreement and all requirements of the issuer of any such policy and all orders,
rules and regulations and any other requirements of the National Board of Fire
Underwriters (or any other body exercising similar functions) binding upon
Landlord, Tenant, any Manager or the Leased Property.


1.56  “INTEREST
RATE” shall mean eight and one half percent (8.5%) per annum.


1.57  “LAND”
shall have the meaning given such term in SECTION 2.1(a).


1.58  “LANDLORD”
shall have the meaning given such term in the preambles to this Agreement and
shall also include their respective permitted successors and assigns.


1.59  “LANDLORD
DEFAULT” shall have the meaning given such term in ARTICLE 14.


1.60  “LANDLORD
LIENS” shall mean liens on or against the Leased Property or any payment of
Rent (a) which result from any act of, or any claim against, Landlord or any
owner of a direct or indirect interest in the Leased Property (other than the
lessor under any ground lease affecting any portion of the Leased Property), or
which result from any violation by Landlord of any terms of this Agreement, or
(b) which result from liens in favor of any taxing authority by reason of any
tax owed by Landlord or any fee owner of a direct or indirect interest in



 11
 









the Leased Property
(other than the lessor under any ground lease affecting any portion of the
Leased Property); PROVIDED, HOWEVER, that “LANDLORD LIEN” shall not include any
lien resulting from any tax for which Tenant is obligated to pay or indemnify
Landlord against until such time as Tenant shall have already paid to or on
behalf of Landlord the tax or the required indemnity with respect to the same.


1.61  “LEASE
YEAR” shall mean any Fiscal Year or portion thereof during the Term.


1.62  “LEASED
IMPROVEMENTS” shall have the meaning given such term in SECTION 2.1(b).


1.63  “LEASED
INTANGIBLE PROPERTY” shall mean all agreements, service contracts, equipment
leases and other arrangements or agreements affecting the ownership, repair,
maintenance, management, leasing or operation of the Leased Property, or any
portion thereof, to which Landlord is a party; all books, records and files relating
to the leasing, maintenance, management or operation of the Leased Property, or
any portion thereof, belonging to Landlord; all transferable or assignable
permits, certificates of occupancy, operating permits, sign permits,
development rights and approvals, certificates, licenses, warranties and
guarantees, rights to deposits and telephone exchange numbers identified with
the Leased Property; and all other transferable intangible property,
miscellaneous rights, benefits and privileges of any kind or character
belonging to Landlord with respect to the Leased Property.


1.64  “LEASED
PROPERTY” shall have the meaning given such term in SECTION 2.1.


1.65  “LEGAL
REQUIREMENTS” shall mean all federal, state, county, municipal and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting the Leased Property or the maintenance,
construction, alteration or operation thereof, whether now or hereafter enacted
or in existence, including, without limitation, (a) all permits, licenses,
authorizations and regulations necessary to operate any Property for its
Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances
contained in any instruments at any time in force affecting any Property,
including those which may (i) require material repairs, modifications or
alterations in or to any Property or (ii) in any way materially and adversely
affect the



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use and enjoyment
thereof, but excluding any requirements arising as a result of Landlord’s
status as a real estate investment trust.


1.66  “LIEN”
shall mean any mortgage, security interest, pledge, collateral assignment, or
other encumbrance, lien or charge of any kind, or any transfer of property or
assets for the purpose of subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to payment of general
creditors.


1.67  “MANAGER”
shall mean, with respect to any Property, the operator or manager under any
Management Agreement from time to time in effect with respect to such Property,
and its permitted successors and assigns.


1.68  “MANAGEMENT
AGREEMENT” shall mean, with respect to any Property, any operating, management,
franchise or branding agreement from time to time entered into by Tenant with
respect to such Property in accordance with the applicable provisions of this
Agreement, together with all amendments, modifications and supplements thereto,
excluding, however, any TA Franchise Agreement.


1.69  “MINIMUM
RENT” shall mean (a) with respect to the period commencing on the Commencement
Date and expiring on the day preceding the first anniversary of the
Commencement Date, $153,500,000 per annum; (b) with respect to the period
commencing on the first anniversary of the Commencement Date and expiring on
the day preceding the second anniversary of the Commencement Date, $157,000,000
per annum; (c) with respect to the period commencing on the second anniversary
of the Commencement Date and expiring on the day preceding the third
anniversary of the Commencement Date, $161,000,000 per annum; (d) with respect
to the period commencing on the third anniversary of the Commencement Date and
expiring on the day preceding the fourth anniversary of the Commencement Date,
$165,000,000 per annum; (e) with respect to the period commencing on the fourth
anniversary of the Commencement Date and expiring on the day preceding the
fifth anniversary of the Commencement Date, $170,000,000 per annum; and (f)
with respect to the period commencing on the fifth anniversary of the
Commencement Date and thereafter, $175,000,000 per annum; subject, in each
case, to adjustment as provided in SECTION 3.1.1(b).



 13















1.70  “NOTICE”
shall mean a notice given in accordance with SECTION 23.10.


1.71  “OFFICER’S
CERTIFICATE” shall mean a certificate signed by an officer or other duly
authorized individual of the certifying Entity duly authorized by the board of
directors or other governing body of the certifying Entity.


1.72  “OPERATING
RIGHTS” shall have the meaning given such term in Section 5.3.


1.73  “OVERDUE
RATE” shall mean, on any date, a per annum rate of interest equal to the lesser
of the Disbursement Rate plus four percent (4%) and the maximum rate then
permitted under applicable law.


1.74  “PARENT”
shall mean, with respect to any Person, any Person which owns directly, or
indirectly through one or more Subsidiaries or Affiliated Persons, twenty
percent (20%) or more of the voting or beneficial interest in, or otherwise has
the right or power (whether by contract, through ownership of securities or
otherwise) to control, such Person.


1.75  “PERMITTED
ENCUMBRANCES” shall mean, with respect to any Property, all rights,
restrictions, and easements of record set forth on Schedule B to the applicable
owner’s or leasehold title insurance policy issued to Landlord with respect to
such Property, plus any other encumbrances as may have been granted or caused
by Landlord or otherwise consented to in writing by Landlord from time to time.


1.76  “PERMITTED
LIENS” shall mean any Liens granted in accordance with SECTION 21.8(a).


1.77 “PERMITTED
USE” shall mean, with respect to any Property, any use of such Property
permitted pursuant to SECTION 4.1.1.


1.78  “PERSON”
shall mean any individual or Entity, and the heirs, executors, administrators,
legal representatives, successors and assigns of such Person where the context
so admits.


1.79  “PROPERTY”
shall have the meaning given such term in SECTION 2.1.



 14
 









1.80  “PROPERTY
MORTGAGE” shall mean any Encumbrance placed upon the Leased Property, or any
portion thereof, in accordance with ARTICLE 20.


1.81  “PROPERTY
MORTGAGEE” shall mean the holder of any Property Mortgage.


1.82  “REAL
PROPERTY” shall have the meaning given such term in Section 2.1.


1.83  “RENT”
shall mean, collectively, the Minimum Rent, Additional Rent and Additional
Charges.


1.84  “RETAINED
BUILDINGS” shall mean all buildings, structures and other improvements located
at the addresses listed on Exhibit B attached hereto and made a part hereof,
and all equipment, machinery and fixtures integral to the operation of such
buildings, structures and improvements.


1.85  “SARA”
shall mean the Superfund Amendments and Reauthorization Act of 1986, as the
same has been and may be amended, restated, modified or supplemented from time
to time.


1.86  “SEC”
shall mean the Securities and Exchange Commission.


1.87  “STATE”
shall mean, with respect to any Property, the state, commonwealth or district
in which such Property is located.


1.88  “SUBORDINATED
CREDITOR” shall mean any creditor of Tenant which is a party to a Subordination
Agreement in favor of Landlord.


1.89  “SUBORDINATION
AGREEMENT” shall mean any agreement (and any amendments thereto) executed by a
Subordinated Creditor pursuant to which the payment and performance of Tenant’s
obligations to such Subordinated Creditor are subordinated to the payment and
performance of Tenant’s obligations to Landlord under this Agreement.


1.90  “SUBSIDIARY”
shall mean, with respect to any Person, any Entity (a) in which such Person
owns directly, or indirectly through one or more Subsidiaries, twenty percent
(20%) or more of the voting or beneficial interest or (b) which such Person
otherwise has the right or power to control (whether by contract, through
ownership of securities or otherwise).



 15
 









1.91  “SUBTENANT”
shall mean TA Operating LLC, a Delaware limited liability company, and its
permitted successors and assigns.


1.92  “SUCCESSOR
LANDLORD” shall have the meaning given such term in SECTION 20.2.


1.93  “SUPERIOR
LANDLORD” shall have the meaning given such term in SECTION 20.2.


1.94  “SUPERIOR
LEASE” shall have the meaning given such term in SECTION 20.2.


1.95  “SUPERIOR
MORTGAGE” shall have the meaning given such term in SECTION 20.2.


1.96  “SUPERIOR
MORTGAGEE” shall have the meaning given such term in SECTION 20.2.


1.97  “TA
FRANCHISE AGREEMENT” shall mean a franchise agreement and, if applicable, any
network lease agreement associated with such franchise agreement, between TCA,
or one of its Affiliated Persons, as franchisor, and a Person who is not an
Affiliated Person of TCA, as franchisee, for the operation of a Travel Center
or other hospitality, fuel and/or service facility by such Person.


1.98  “TCA”
shall mean TravelCenters of America LLC, a Delaware limited liability company,
and its permitted successors and assigns.


1.99  “TENANT”
shall have the meaning given such term in the preambles to this Agreement and
shall also include its permitted successors and assigns.


1.100  “TENANT’S
PERSONAL PROPERTY” shall mean all motor vehicles and consumable inventory and
supplies, furniture, furnishings, equipment, movable walls and partitions,
equipment and machinery and all other tangible personal property of Tenant
acquired by Tenant before, on or after the Commencement Date and located at the
Leased Property or used in Tenant’s business at the Leased Property and all
modifications, replacements, alterations and additions to such personal
property installed at the expense of Tenant, other than any items included
within the definition of Fixtures which are not located at the Retained
Buildings.


1.101  “TERM”
shall have the meaning given such term in SECTION 2.3.



 16
 









1.102   “TRANSFERRED
TRADEMARKS” shall mean all trade names, trademarks, service marks, domain
names, logos and other brand-source indicia, including all goodwill related
thereto, owned by or licensed to Landlord and used in connection with any
Travel Center or any other hospitality, fuel and service facility including
without limitation trade names, trademarks, service marks, domain names, logos
and other brand-source indicia, including all goodwill related thereto, such as
“TravelCenters of America”, “TA”, “Goasis”, “Country Pride”, “Fork in the Road”
and “Buckhorn Family Restaurants” whether or not used at or on the Real
Property; and all other licensable intellectual property of any kind or
character belonging to Landlord with respect to the Leased Property.


1.103  “TRAVEL
CENTER” shall mean, with respect to any Property, collectively, the
hospitality, fuel and service facilities located at such Property, including,
hotel, food and beverage services facilities, fuel pumps, facilities for the
storage and distribution of petroleum products, retail shops and other
facilities and services being operated or proposed to be operated on such
Property.


1.104  “UNSUITABLE
FOR ITS PERMITTED USE” shall mean, with respect to any Travel Center, a state
or condition such that following any damage, destruction or Condemnation, such
Travel Center cannot be operated on a commercially practicable basis for its
Permitted Use and it cannot reasonably be expected to be restored to
substantially the same condition as existed immediately before such damage,
destruction or Condemnation, and as otherwise required by this Agreement,
within twenty-four (24) months following such damage, destruction or
Condemnation or such longer period of time as to which business interruption
insurance or Award proceeds is available to cover Rent and other costs related
to the applicable Property following such damage, destruction or Condemnation.


1.105  “WILLINGTON
RENT” shall have the meaning given such term in SECTION 4.4.


1.106  “WORK”
shall have the meaning given such term in SECTION 10.2.4.


ARTICLE 2


LEASED PROPERTY
AND TERM


2.1  LEASED
PROPERTY. Upon and subject to the terms and conditions hereinafter set forth,
Landlord leases and licenses to Tenant and Tenant leases and licenses from
Landlord all of Landlord’s right, title and interest



 17
 









in and to all of the
following (each of items (a) through (f) below which, as of the Commencement
Date, relates to any single Travel Center, a “PROPERTY” and together with item
(g) below, collectively, the “LEASED PROPERTY”, and those portions of the Leased
Property described in items (a) through (d) below being the “REAL PROPERTY”),
Landlord having no right, title or interest in the Retained Buildings:


(a)  those
certain tracts, pieces and parcels of land, as more particularly described in
EXHIBITS A-1 THROUGH A-146, attached hereto and made a part hereof (the “LAND”);


(b)  all
buildings, structures and other improvements of every kind including, but not
limited to, underground storage tanks, alleyways and connecting tunnels,
sidewalks, utility pipes, conduits and lines (on-site and off-site), parking
areas and roadways appurtenant to such buildings and structures presently
situated upon the Land (collectively, the “LEASED IMPROVEMENTS”);


(c)  all
easements, rights and appurtenances relating to the Land and the Leased
Improvements;


(d)  all
equipment, machinery, and fixtures integral to the operation of the Leased
Improvements and other items of property, now or hereafter permanently affixed
or integral to or incorporated into the Leased Improvements, including, without
limitation, all furnaces, boilers, heaters, electrical equipment, heating,
plumbing, lighting, ventilating, refrigerating, incineration, air and water
pollution control, waste disposal, air-cooling and air-conditioning systems and
apparatus, sprinkler systems and fire and theft protection equipment, all of
which, to the maximum extent permitted by law, are hereby deemed by the parties
hereto to constitute real estate, together with all replacements,
modifications, alterations and additions thereto, but specifically excluding
all items included within the category of Tenant’s Personal Property
(collectively, the “FIXTURES”);


(e)  all
of the Leased Intangible Property;


(f)  any
and all leases of space in the Leased Improvements; and


(g)  all
of the Transferred Trademarks whether or not used at or on any Property (such
rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide,
non-assignable but sublicensable to the extent expressly set forth in this
Agreement).



 18
 









2.2  CONDITION
OF LEASED PROPERTY. Tenant acknowledges receipt and delivery of possession of
the Leased Property and Tenant accepts the Leased Property in its “as is”
condition, subject to the rights of parties in possession, the existing state
of title, including all covenants, conditions, restrictions, reservations,
mineral leases, easements and other matters of record or that are visible or
apparent on the Leased Property, all applicable Legal Requirements, the lien of
any financing instruments, mortgages and deeds of trust existing prior to the
Commencement Date or permitted by the terms of this Agreement, and such other
matters which would be disclosed by an inspection of the Leased Property and
the record title thereto or by an accurate survey thereof. TENANT REPRESENTS
THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS
FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY
REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH
RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN
RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY
PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY
PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR
WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE
TO BE BORNE BY TENANT. To the maximum extent permitted by law, however,
Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against
any predecessor in interest or insurer for breaches of warranties or
representations or for latent defects in the Leased Property. Landlord shall
fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s
or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall
indemnify, defend, and hold harmless Landlord from and against any loss, cost,
damage or liability (including reasonable attorneys’ fees) incurred by Landlord
in connection with such cooperation.


2.3  TERM.
The term of this Agreement (the “TERM”) shall commence on the Commencement Date
and shall expire on December 31, 2022.


The term hereof
with respect to the Existing Third Party Trade Names and Service Mark Rights
shall be co-terminous with the duration of the third party rights thereto as of
the Commencement Date and may extend beyond the Term or any earlier termination
of the Term hereof (but not later than December 31, 2027), and Tenant’s
obligations hereunder to Landlord with respect to any such Existing Third Party
Trade Names and Service



 19
 









Mark Rights shall apply
throughout such additional period as if it were part of the Term; Tenant hereby
representing that such extension for the period beyond what would have been the
Term had it expired by passage of time does not apply to more than five (5)
Travel Centers or other hospitality, fuel and service facilities in the
aggregate.


ARTICLE 3


RENT


3.1  RENT.  Tenant
shall pay, in lawful money of the United States of America which shall be legal
tender for the payment of public and private debts, without offset, abatement,
demand or deduction (unless otherwise expressly provided in this Agreement),
Minimum Rent and Additional Rent to Landlord and Additional Charges to the
party to whom such Additional Charges are payable, during the Term. All
payments to Landlord shall be made by wire transfer of immediately available
federal funds or by other means acceptable to Landlord in its sole discretion.
Rent for any partial calendar month shall be prorated on a per diem basis.


3.1.1  MINIMUM RENT.


(a)  PAYMENTS. Minimum Rent shall be paid in
equal monthly installments in arrears on the first Business Day of each
calendar month during the Term.


(b)  ADJUSTMENTS OF MINIMUM RENT FOLLOWING
DISBURSEMENTS UNDER SECTIONS 5.1.2(B), 10.2.3 AND 11.2. Effective on the date
of each disbursement to pay for the cost of any repairs, maintenance,
renovations or replacements pursuant to SECTIONS 5.1.2(B), 10.2.3 OR 11.2, the
annual Minimum Rent shall be increased by a PER ANNUM amount equal to the
Disbursement Rate times the amount so disbursed.


3.1.2  ADDITIONAL RENT.


(a)  AMOUNT. Tenant shall pay additional
rent (“ADDITIONAL RENT”) with respect to each Lease Year during the Term subsequent
to the Base Year, with respect to each Property, in an amount equal to the sum
of (x) three-tenths of one percent (0.3%) of Excess Fuel Gross Revenues at such
Property and (y) three percent (3%) of Excess Non-Fuel Gross Revenues at such
Property; PROVIDED, HOWEVER, that in no Lease Year shall Tenant be obligated to
pay an aggregate



 20
 









amount on account of Excess Fuel Gross Revenues at the Leased Property
in excess of the Fuel Sales Cap.


(b)  QUARTERLY INSTALLMENTS. Installments of
Additional Rent for each Lease Year during the Term, or portion thereof, shall
be calculated and paid quarterly in arrears, on the first Business Day of the
subsequent quarter, together with an Officer’s Certificate setting forth the
calculation of Additional Rent due and payable for such quarter.


(c)  RECONCILIATION OF ADDITIONAL RENT. In
addition, within seventy-five (75) days after the end of the Base Year and each
Lease Year thereafter (or any portion thereof occurring during the Term),
Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial
report setting forth the Gross Fuel Revenues and Gross Non-Fuel Revenues for
each Property for such preceding Lease Year, or portion thereof, together with
an Officer’s Certificate from Tenant’s chief financial or accounting officer
certifying that such report is true and correct, (ii) an audit of Gross Fuel
Revenues and Gross Non-Fuel Revenues prepared by a firm of independent
certified public accountants proposed by Tenant and approved by Landlord (which
approval shall not be unreasonably withheld, delayed or conditioned), and (iii)
a statement showing Tenant’s calculation of Additional Rent due for such
preceding Lease Year based on the Gross Fuel Revenues and Gross Non-Fuel
Revenues set forth in such financial report, together with an Officer’s
Certificate from Tenant’s chief financial or accounting officer certifying that
such statement is true and correct.


If the annual Additional Rent for such preceding Lease
Year as set forth in Tenant’s statement thereof exceeds the amount previously
paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord
at such time as the statement is delivered, together with interest at the
Interest Rate, which interest shall accrue from the close of such preceding Lease
Year until the date that such statement is required to be delivered and,
thereafter, such interest shall accrue at the Overdue Rate, until the amount of
such difference shall be paid or otherwise discharged. If the annual Additional
Rent for such preceding Lease Year as shown in such statement is less than the
amount previously paid with respect thereto by Tenant, Landlord shall grant
Tenant a credit against the Additional Rent next coming due in the amount of
such difference, together with



 21
 









interest at the Interest Rate, which interest shall accrue from the
date of payment by Tenant until the date such credit is applied or paid, as the
case may be. If such credit cannot be made because the Term has expired prior
to application in full thereof, Landlord shall pay the unapplied balance of
such credit to Tenant, together with interest at the Interest Rate, which
interest shall accrue from the date of payment by Tenant until the date of
payment by Landlord.


(d)  CONFIRMATION OF ADDITIONAL RENT. Tenant
shall utilize, or cause to be utilized, an accounting system for the Leased
Property in accordance with its usual and customary practices and in all
material respects in accordance with GAAP, which will accurately record all
Gross Fuel Revenues and all Gross Non-Fuel Revenues and Tenant shall retain,
for at least three (3) years after the expiration of each Lease Year,
reasonably adequate records conforming to such accounting system showing all
Gross Fuel Revenues and Gross Non-Fuel Revenues for such Lease Year. Landlord,
at its own expense, shall have the right, exercisable by Notice to Tenant, by
its accountants or representatives, to audit the information set forth in the
Officer’s Certificate referred to in subparagraph (c) above and, in connection
with any such audit, to examine Tenant’s books and records with respect thereto
(including supporting data and sales and excise tax returns). Landlord shall
begin such audit as soon as reasonably possible following its receipt of the
applicable Officer’s Certificate and shall complete such audit as soon as
reasonably possible thereafter. All such audits shall be performed at the
location where such books and records are customarily kept and in such a manner
so as to minimize any interference with Tenant’s business operations. If any
such audit discloses a deficiency in the payment of Additional Rent and, either
Tenant agrees with the result of such audit or the matter is otherwise
determined, Tenant shall forthwith pay to Landlord the amount of the
deficiency, as finally agreed or determined, together with interest at the
Interest Rate, from the date such payment should have been made to the date of
payment thereof. If any such audit discloses that Tenant paid more Additional
Rent for any Lease Year than was due hereunder, and either Landlord agrees with
the result of such audit or the matter is otherwise determined, Landlord shall,
at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount
equal to the amount of such overpayment against



 22
 









Additional Rent next coming due in the amount of such difference, as
finally agreed or determined, together with interest at the Interest Rate,
which interest shall accrue from the time of payment by Tenant until the date
such credit is applied or paid, as the case may be; PROVIDED, HOWEVER, that,
upon the expiration or sooner termination of the Term, Landlord shall pay the
unapplied balance of such credit to Tenant, together with interest at the
Interest Rate, which interest shall accrue from the date of payment by Tenant
until the date of payment from Landlord. Any dispute concerning the correctness
of an audit shall be settled by arbitration pursuant to the provisions of
ARTICLE 22.


Any proprietary information obtained by Landlord with
respect to Tenant pursuant to the provisions of this Agreement shall be treated
as confidential, except that such information may be disclosed or used, subject
to appropriate confidentiality safeguards, pursuant to court order or in any
litigation between the parties and except further that Landlord may disclose
such information to its prospective lenders, provided that Landlord shall
direct such lenders to maintain such information as confidential. The
obligations of Tenant and Landlord contained in this SECTION 3.1.2 shall
survive the expiration or earlier termination of this Agreement.


3.1.3  ADDITIONAL CHARGES. In addition to
the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or
cause to be paid) to the appropriate parties and discharge (or cause to be
discharged) as and when due and payable the following (collectively, “ADDITIONAL
CHARGES”):


(a)  IMPOSITIONS. Subject to ARTICLE 8
relating to permitted contests, Tenant shall pay, or cause to be paid, all
Impositions before any fine, penalty, interest or cost (other than any
opportunity cost as a result of a failure to take advantage of any discount for
early payment) may be added for non-payment, such payments to be made directly
to the taxing authorities where feasible, and shall promptly, upon request,
furnish to Landlord copies of official receipts or other reasonably
satisfactory proof evidencing such payments. If any such Imposition may, at the
option of the taxpayer, lawfully be paid in installments (whether or not
interest shall accrue on the unpaid balance of such



 23
 









Imposition), Tenant may exercise the option to pay the same (and any
accrued interest on the unpaid balance of such Imposition) in installments and,
in such event, shall pay, or cause to pay, such installments during the Term as
the same become due and before any fine, penalty, premium, further interest or
cost may be added thereto. Landlord, at its expense, shall, to the extent
required or permitted by Applicable Law, prepare and file, or cause to be
prepared and filed, all tax returns and pay all taxes due in respect of
Landlord’s net income, gross receipts, sales and use, single business,
transaction privilege, rent, ad valorem, franchise taxes and taxes on its
capital stock or other equity interests, and Tenant, at its expense, shall, to
the extent required or permitted by Applicable Laws and regulations, prepare
and file all other tax returns and reports in respect of any Imposition as may
be required by Government Agencies. If any refund shall be due from any taxing
authority in respect of any Imposition paid by or on behalf of Tenant, the same
shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon
request of the other, provide such data as is maintained by the party to whom
the request is made with respect to the Leased Property as may be necessary to
prepare any required returns and reports. In the event Government Agencies
classify any property covered by this Agreement as personal property, Tenant
shall file, or cause to be filed, all personal property tax returns in such jurisdictions
where it may legally so file. Each party shall, to the extent it possesses the
same, provide the other, upon request, with cost and depreciation records
necessary for filing returns for any property so classified as personal
property. Where Landlord is legally required to file personal property tax
returns for property covered by this Agreement, Landlord shall provide Tenant
with copies of assessment notices in sufficient time for Tenant to file a
protest. All Impositions assessed against such personal property shall be
(irrespective of whether Landlord or Tenant shall file the relevant return)
paid by Tenant not later than the last date on which the same may be made
without interest or penalty, subject to the provisions of ARTICLE 8.


Landlord shall give prompt Notice to Tenant of all
Impositions payable by Tenant hereunder of which Landlord at any time has
knowledge; PROVIDED, HOWEVER, that Landlord’s failure to give any such notice
shall in no way diminish Tenant’s obligation hereunder to pay such Impositions.



 24
 









(b)  UTILITY CHARGES. Tenant shall pay or
cause to be paid all charges for electricity, power, gas, oil, water and other
utilities used in connection with the Leased Property.


(c)  INSURANCE PREMIUMS. Tenant shall pay or
cause to be paid all premiums for the insurance coverage required to be
maintained pursuant to ARTICLE 9.


(d)  OTHER CHARGES. Tenant shall pay or
cause to be paid all other amounts, liabilities and obligations, including,
without limitation, all amounts payable under any equipment leases and all
agreements to indemnify Landlord under SECTION 9.5.


(e)  REIMBURSEMENT FOR ADDITIONAL CHARGES.
If Tenant pays or causes to be paid property taxes or similar or other
Additional Charges attributable to periods after the end of the Term, whether
upon expiration or sooner termination of this Agreement, Tenant may, within a
reasonable time after the end of the Term, provide Notice to Landlord of its
estimate of such amounts. Landlord shall promptly reimburse Tenant for all
payments of such taxes and other similar Additional Charges that are
attributable to any period after the Term of this Agreement.


3.2  LATE
PAYMENT OF RENT, ETC. If any installment of Minimum Rent, Additional Rent or
Additional Charges (but only as to those Additional Charges which are payable
directly to Landlord) shall not be paid within ten (10) days after its due
date, Tenant shall pay Landlord, on demand, as Additional Charges, a late
charge (to the extent permitted by law) computed at the Overdue Rate on the
amount of such installment, from the due date of such installment to the date
of payment thereof. To the extent that Tenant pays any Additional Charges
directly to Landlord or any Property Mortgagee pursuant to any requirement of
this Agreement, Tenant shall be relieved of its obligation to pay such
Additional Charges to the Entity to which they would otherwise be due. If any
payments due from Landlord to Tenant shall not be paid within ten (10) days
after its due date, Landlord shall pay to Tenant, on demand, a late charge (to
the extent permitted by law) computed at the Overdue Rate on the amount of such
installment from the due date of such installment to the date of payment
thereof.



 25
 









In the event of
any failure by Tenant to pay any Additional Charges when due, Tenant shall
promptly pay and discharge, as Additional Charges, every fine, penalty,
interest and cost which is added for non-payment or late payment of such items.
Landlord shall have all legal, equitable and contractual rights, powers and
remedies provided either in this Agreement or by statute or otherwise in the
case of non-payment of the Additional Charges as in the case of non-payment of
the Minimum Rent and Additional Rent.


3.3  NET
LEASE, ETC. The Rent shall be absolutely net to Landlord so that this Agreement
shall yield to Landlord the full amount of the installments or amounts of the
Rent throughout the Term, subject to any other provisions of this Agreement
which expressly provide otherwise, including those provisions for adjustment or
abatement of such Rent. Landlord and Tenant acknowledge and agree that none of
the Rent provided for under this Agreement is allocable to any personal
property included in the Leased Property.


3.4  NO
TERMINATION, ABATEMENT, ETC. Except as otherwise specifically provided in this
Agreement, each of Landlord and Tenant, to the maximum extent permitted by law,
shall remain bound by this Agreement in accordance with its terms and shall not
take any action without the consent of the other to modify, surrender or
terminate this Agreement. In addition, except as otherwise expressly provided
in this Agreement, Tenant shall not seek, or be entitled to, any abatement,
deduction, deferment or reduction of the Rent, or set-off against the Rent, nor
shall the respective obligations of Landlord and Tenant be otherwise affected
by reason of (a) any damage to or destruction of the Leased Property, or any
portion thereof, from whatever cause or any Condemnation; (b) the lawful or
unlawful prohibition of, or restriction upon, Tenant’s use of the Leased
Property, or any portion thereof, or the interference with such use by any
Person or by reason of eviction by paramount title; (c) any claim which Tenant
may have against Landlord by reason of any default (other than a monetary
default) or breach of any warranty by Landlord under this Agreement or any
other agreement between Landlord and Tenant, or to which Landlord and Tenant
are parties; (d) any bankruptcy, insolvency, reorganization, composition,
readjustment, liquidation, dissolution, winding up or other proceedings
affecting Landlord or any assignee or transferee of Landlord; or (e) for any
other cause whether similar or dissimilar to any of the foregoing (other than a
monetary default by Landlord). Except as otherwise specifically provided in
this Agreement, Tenant hereby waives all rights arising from



 26
 









and occurrence
whatsoever, which may now or hereafter be conferred upon it by law (a) to
modify, surrender or terminate this Agreement or quit or surrender the Leased
Property, or any portion thereof, or (b) which would entitle Tenant to any
abatement, reduction, suspension or deferment of the Rent or other sums payable
or other obligations to be performed by Tenant hereunder. The obligations of
Tenant hereunder shall be separate and independent covenants and agreements,
and the Rent and all other sums payable by Tenant hereunder shall continue to
be payable in all events unless the obligations to pay the same shall be
terminated pursuant to the express provisions of this Agreement.


ARTICLE 4


USE OF THE LEASED
PROPERTY


4.1  PERMITTED
USE.


4.1.1  PERMITTED
USE.


(a)  Tenant
shall, at all times during the Term, and at any other time that Tenant shall be
in possession of any Property, continuously use and operate, or cause to be
used and operated, such Property as a Travel Center, as currently operated, and
any uses incidental thereto. Tenant shall operate the Travel Centers under the
name Travel Centers of America or Goasis, or such other name as TCA shall use
for all or substantially all of the travel center locations operated by it and
its Affiliated Persons as of the Commencement Date. Tenant shall not use (and
shall not permit any Person to use) any Property, or any portion thereof, for
any other use without the prior written consent of Landlord, which approval
shall not be unreasonably withheld, delayed or conditioned. No use shall be
made or permitted to be made of any Property and no acts shall be done thereon
which will cause the cancellation of any insurance policy covering such Property
or any part thereof (unless another adequate policy is available) or which
would constitute a default under any ground lease affecting such Property, nor
shall Tenant sell or otherwise provide, or permit to be kept, used or sold in
or about any Property any article which may be prohibited by law or by the
standard form of fire insurance policies, or any other insurance policies
required to be carried hereunder, or fire underwriter’s regulations. Tenant
shall, at its sole cost (except as expressly provided in



 27
 









SECTION 5.1.2(b)), comply
or cause to be complied with all Insurance Requirements. Tenant shall not take
or omit to take, or permit to be taken or omitted to be taken, any action, the
taking or omission of which materially impairs the value or the usefulness of
any Property or any part thereof for its Permitted Use.


(b)  In
the event that, in the reasonable determination of Tenant, it shall no longer
be economically practical to operate any Property as currently operated, Tenant
shall give Landlord Notice thereof, which Notice shall set forth in reasonable
detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in
good faith to agree on an alternative use for such Property, appropriate
adjustments to the Additional Rent and other related matters; PROVIDED,
HOWEVER, in no event shall the Minimum Rent be reduced or abated as a result
thereof. If Landlord and Tenant fail to agree on an alternative use for such
Property within sixty (60) days after commencing negotiations as aforesaid, Tenant
may market such Property for sale to a third party. If Tenant receives a bona
fide offer (an “OFFER”) to purchase such Property from a Person having the
financial capacity to implement the terms of such Offer, Tenant shall give
Landlord Notice thereof, which Notice shall include a copy of the Offer
executed by such third party. In the event that Landlord shall fail to accept
or reject such Offer within thirty (30) days after receipt of such Notice, such
Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the
Property pursuant to such Offer, then, effective as of the date of such sale,
this Agreement shall terminate with respect to such Property, and the Minimum
Rent shall be reduced by an amount equal to, at Landlord’s option, (x) eight
and one half percent (8.5%) of the net proceeds of sale received by Landlord or
(y) the Fair Market Value Rent of the applicable Property on the Commencement
Date, such Fair Market Value Rent to be determined by agreement of the parties
or, absent agreement, by an appraiser designated by Landlord. If Landlord shall
reject (or be deemed to have rejected) such Offer, then, effective as of the
proposed date of such sale, this Agreement shall terminate with respect to such
Property, and the Minimum Rent shall be reduced by an amount equal to, at
Landlord’s option, (x) eight and one half percent (8.5%) of the projected net
proceeds determined by reference to such Offer (and, at Landlord’s request,
Tenant shall cause TCA (or its Affiliated Persons) to enter into a franchise
agreement on



 28
 









market terms with
Landlord or Landlord’s designee providing for the operation of such Property by
Landlord or such designee as a Travel Center under the TCA brand) or (y) the
Fair Market Value Rent of the applicable Property on the Commencement Date,
such Fair Market Value Rent to be determined by agreement of the parties or,
absent agreement, by an appraiser designated by Landlord. Notwithstanding the
foregoing, Tenant shall not have the right to invoke the provisions of this SECTION
4.1.1(b) with respect to more than 15 Properties during the Term.


4.1.2  NECESSARY
APPROVALS. Tenant shall proceed with all due diligence and exercise reasonable
efforts to obtain and maintain, or cause to be obtained and maintained, all
approvals necessary to use and operate, for its Permitted Use, each Property
and the Travel Center located thereon under applicable law.


4.1.3  LAWFUL
USE, ETC. Tenant shall not, and shall not permit any Person to, use or suffer
or permit the use of any Property or Tenant’s Personal Property, if any, for
any unlawful purpose. Tenant shall not, and shall not permit any Person to,
commit or suffer to be committed any waste on any Property, or in any Travel
Center, nor shall Tenant cause or permit any unlawful nuisance thereon or
therein. Tenant shall not, and shall not permit any Person to, suffer nor
permit any Property, or any portion thereof, to be used in such a manner as (i)
may materially and adversely impair Landlord’s or Tenant’s title thereto or to
any portion thereof, or (ii) may reasonably allow a claim or claims for adverse
usage or adverse possession by the public, as such, or of implied dedication of
such Property, or any portion thereof.


4.2  COMPLIANCE
WITH LEGAL/INSURANCE REQUIREMENTS, ETC. Subject to the provisions of SECTION
5.1.2(b) and ARTICLE 8, Tenant, at its sole expense, shall (i) comply with (or
cause to be complied with) all material Legal Requirements and Insurance
Requirements in respect of the use, operation, maintenance, repair, alteration
and restoration of any Property and with the terms and conditions of any ground
lease affecting any Property, (ii) perform (or cause to be performed) in a
timely fashion all of Landlord’s obligations under any ground lease affecting
any Property except as provided in Section 4.4 and (iii) procure, maintain
and comply with (or cause to be procured, maintained and complied with) all
material licenses, permits and other authorizations and agreements required for
any use of any Property and Tenant’s Personal Property, if any, then being
made, and for the proper erection,



 29
 









installation, operation
and maintenance of the Leased Property or any part thereof.


4.3  ENVIRONMENTAL
MATTERS.


4.3.1  RESTRICTION
ON USE, ETC. During the Term and any other time that Tenant shall be in
possession of any Property, Tenant shall not, and shall not permit any Person
to, store on, release or spill upon, dispose of or transfer to or from such
Property any Hazardous Substance, except in compliance with all Applicable
Laws. During the Term and any other time that Tenant shall be in possession of
any Property, Tenant shall maintain (or shall cause to be maintained) such
Property at all times free of any Hazardous Substance (except in compliance
with all Applicable Laws). Tenant shall promptly (and shall direct any Manager
to promptly): (a) upon receipt of notice or knowledge, notify Landlord in
writing of any material change in the nature or extent of Hazardous Substances
at any Property, (b) transmit to Landlord a copy of any report which is
required to be filed by Tenant or any Manager with respect to any Property
pursuant to SARA Title III or any other Applicable Law, (c) transmit to
Landlord copies of any citations, orders, notices or other governmental
communications received by Tenant or any Manager or their respective agents or
representatives with respect to Hazardous Substances or violations or alleged
violations of Applicable Law (each an “ENVIRONMENTAL NOTICE”), which
Environmental Notice requires a written response or any action to be taken
and/or if such Environmental Notice gives notice of and/or presents a material
risk of any material violation of any Applicable Law and/or presents a material
risk of any material cost, expense, loss or damage (an “ENVIRONMENTAL
OBLIGATION”), (d) observe and comply with (or cause to be observed and complied
with) all Applicable Laws relating to the use, storage, maintenance and
disposal of Hazardous Substances and all orders or directives from any
official, court or agency of competent jurisdiction relating to the use,
storage or maintenance, or requiring the removal, treatment, containment or
other disposition of Hazardous Substances, and (e) pay or otherwise dispose (or
cause to be paid or otherwise disposed) of any fine, charge or Imposition related
to Hazardous Substances or violations of Applicable Law for which Tenant or any
Person claiming by, through or under Tenant and/or Landlord are legally liable,
unless Tenant or any Manager shall contest the same in good faith and by
appropriate proceedings and the right to use and the value of any of the Leased
Property is not materially and adversely affected thereby.



 30















If, at any time
prior to the termination of this Agreement, Hazardous Substances (other than
those maintained in accordance with Applicable Laws) are discovered on any
Property, subject to Tenant’s right to contest the same in accordance with
ARTICLE 8, Tenant shall take (and shall cause to be taken) all actions and
incur any and all expenses, as are required by any Government Agency and by
Applicable Law, (i) to clean up and remove from and about such Property all
Hazardous Substances thereon, (ii) to contain and prevent any further
discharge, release or threat of discharge or release of Hazardous Substances on
or about such Property and (iii) to use good faith efforts to eliminate any
further discharge, release or threat of discharge or release of Hazardous
Substances on or about such Property.


4.3.2  ENVIRONMENTAL
REPORT. Tenant shall, at its sole cost and expense, provide Landlord with an
Environmental Report (as hereinafter defined), prepared by an environmental
consultant reasonably acceptable to Landlord and dated within sixty (60) days
of the expiration or sooner termination of this Agreement concluding, subject
to customary limitations and standards, that Tenant shall have complied with
all of its obligations under SECTION 4.3 of this Agreement to date and that the
Leased Property does not contain any Hazardous Substances, other than in
compliance with Applicable Laws, and which, at Landlord’s request, Tenant shall
remove from the Leased Property on or before the expiration or sooner
termination hereof. An “Environmental Report” shall be a so-called “Phase I”
report or such other level of investigation which shall be the standard of
diligence in the purchase or lease of similar property at the time, together
with any additional investigation and report which would be needed to make the
conclusions required above or which would customarily follow any discovery
contained in any initial report(s), and for which the investigation and testing
on which the conclusions shall have been based shall have been performed not
earlier than thirty (30) days prior to the date of such report.


4.3.3  SURVIVAL.
The provisions of this SECTION 4.3 shall survive the expiration or sooner
termination of this Agreement.


4.4  GROUND
LEASES. Tenant shall pay and perform all of Landlord’s obligations as tenant
under the Ground Leases except that (a) Landlord shall pay the basic and
minimum rent and percentage rent due under the Willington Travel Center ground
lease (and Tenant shall reasonably cooperate with Landlord in providing timely
information and computations for purposes of computing such rent under such
ground lease) and (b) Tenant shall, during the term of such ground lease,
pay to Landlord, monthly in advance, the Willington Rent. The “Willington Rent”
shall be the sum of (i) all the payments required under Section 5(a)
of such ground lease on account of debt service, including without limitation,
amounts described in Section 5(a)(iii) thereof (it being understood that
if such debt service or any component thereof is ever determined on the basis
of a formula not compliant with Section 856(d)(2) of the Code, then the
parties shall renegotiate a compliant substitute for the amounts described
under this clause (i)), plus (ii) the “Fixed Component” which initially
shall be $82,270.83 per month and which shall increase annually on each
October 1 to be the product of the Fixed Component for the month prior to
the increase multiplied by the sum of 1 plus the percentage increase (if any)
in the Index (expressed as a decimal) during the year preceding the increase.
To the extent the Index shall decrease during any such prior year, the Fixed
Component shall remain unchanged. If Landlord has the right, under the
provisions of any of the Ground Leases, to elect to renew or extend the term of
such Ground Leases or to purchase the ground leased property, Tenant shall so
notify Landlord at least one hundred eighty (180) days



 31
 









(but no more than one (1)
year) prior to the expiration of the period within which Landlord is obligated
to notify the landlord under such Ground Leases of its election to renew,
extend or purchase, as the case may be. Such notice from Tenant shall contain
all of the relevant facts about the impending election to renew, extend or
purchase, including, as applicable, the length of the period of renewal, the
rental rate and/or the purchase price. In the event of the expiration or
termination of any Ground Lease, this Agreement shall terminate with respect to
such Property as of the date of such expiration or termination; PROVIDED,
HOWEVER, in such event, there shall be no reduction in the Minimum Rent.
Landlord shall provide Tenant copies of notices received by Landlord from the
lessor under any Ground Lease.


ARTICLE 5


MAINTENANCE AND
REPAIRS


5.1  MAINTENANCE
AND REPAIR.


5.1.1  TENANT’S
GENERAL OBLIGATIONS.


(a) Tenant shall keep (or cause to be kept), at Tenant’s
sole cost and expense, the Leased Property and all private roadways, sidewalks
and curbs appurtenant thereto (and Tenant’s Personal Property) in good order
and repair, reasonable wear and tear excepted (whether or not the need for such
repairs occurs as a result of Tenant’s or any Manager’s use, any prior use, the
elements or the age of the Leased Property or Tenant’s Personal Property or any
portion thereof), and shall promptly make or cause to be made all necessary and
appropriate repairs and replacements thereto of every kind and nature, whether
interior or exterior, structural or nonstructural, ordinary or extraordinary,
foreseen or unforeseen or arising by reason of a condition existing prior to
the commencement of the Term (concealed or otherwise). All repairs shall be
made in a good, workmanlike manner, consistent with industry standards for
comparable Travel Centers in like locales, in accordance with all applicable
federal, state and local statutes, ordinances, codes, rules and regulations
relating to any such work. Tenant shall not take or omit to take (or permit any
Person to take or omit to take) any action, the taking or omission of which
would materially and adversely impair the value or the usefulness of the Leased
Property or any material part thereof for its Permitted Use. Tenant’s use,
occupancy and maintenance of the Leased Property shall comply with all
published requirements



 32
 









 


imposed from time to time on a system-wide basis for TCA Travel
Centers. Tenant’s obligations under this SECTION 5.1.1 shall be limited in the
event of any casualty or Condemnation as set forth in ARTICLE 10 and ARTICLE 11
and Tenant’s obligations with respect to Hazardous Substances are as set forth
in SECTION 4.3.


(b)  Tenant shall prepare and submit to
Landlord for Landlord’s approval, on or before December 1 of each Lease Year
during the Term hereof and for the next following Lease Year, a detailed budget
(the “CAPITAL REPLACEMENTS BUDGET”) for each Property, projecting all costs,
expenses and expenditures expected to be incurred at such Property during the
following Lease Year for Capital Additions. Each Capital Replacements Budget
shall be supplemented by such information as Landlord shall reasonably request
from time to time.


(c)  ALLOWANCE. Provided that no Event of
Default shall have occurred and be continuing hereunder and Tenant shall
otherwise comply with the applicable provisions of ARTICLE 6, Landlord shall
provide Tenant with an allowance of up to One Hundred Twenty-Five Million
Dollars ($125,000,000) (the “ALLOWANCE”) to pay for the cost of certain
improvements and additions to the Real Property as set forth on EXHIBIT C,
attached hereto and made a part hereof, or such other improvements and
additions as may be approved in the Capital Replacements Budget from time to
time, which improvements and additions are completed in compliance with all
applicable terms of this Agreement, on or before December 31, 2015; PROVIDED,
HOWEVER, Tenant may not draw more than $25 million of the Allowance per year
during each of the first five Lease Years of the Term. Tenant shall provide
Landlord with appropriate invoices and such other documentation and information
as Landlord shall reasonably request each time Tenant requests a disbursement
of the Allowance. There shall be no adjustment of Minimum Rent in connection
with any such disbursement of the Allowance to Tenant. At Landlord’s option,
disbursements of the Allowance may be conditioned on Tenant satisfying the
applicable provisions of SECTION 10.2.4 for the disbursement of insurance
proceeds.


5.1.2  LANDLORD’S OBLIGATIONS.


(a)  Except as otherwise expressly provided
in this Agreement, Landlord shall not, under any circumstances, be



 33
 









required to build or rebuild any improvement on the Real Property, or
to make any repairs, replacements, alterations, restorations or renewals of any
nature or description to the Leased Property, whether ordinary or
extraordinary, structural or nonstructural, foreseen or unforeseen, or to make
any expenditure whatsoever with respect thereto, or to maintain the Leased
Property in any way. Except as otherwise expressly provided in this Agreement,
Tenant hereby waives, to the maximum extent permitted by law, the right to make
repairs at the expense of Landlord pursuant to any law in effect on the
Commencement Date or thereafter enacted. Landlord shall have the right to give,
record and post, as appropriate, notices of nonresponsibility under any
mechanic’s lien laws now or hereafter existing.


(b)  If, pursuant to the terms of this
Agreement, Tenant is required to make any Capital Expenditures, including,
without limitation, the Capital Expenditures identified in any Capital
Replacements Budget, Tenant may, at its election, advance such funds or give
Landlord Notice thereof, which Notice shall set forth, in reasonable detail,
the nature of the required Capital Expenditure, the estimated cost thereof and
such other information with respect thereto as Landlord may reasonably require.
Provided that no Event of Default shall have occurred and be continuing and
Tenant shall otherwise comply with the applicable provisions of ARTICLE 6,
Landlord shall, within ten (10) Business Days after such Notice, subject to and
in accordance with the applicable provisions of ARTICLE 6, disburse such
required funds to Tenant (or, if Tenant shall so elect, directly to the Manager
or any other Person performing the required work) and, upon such disbursement,
the Minimum Rent shall be adjusted as provided in SECTION 3.1.1(b).
Notwithstanding the foregoing, Landlord may elect not to disburse such required
funds to Tenant; provided, however, that if Landlord shall elect not to
disburse such required funds as aforesaid, Tenant’s obligation to make such
required Capital Expenditure shall be deemed waived by Landlord, and,
notwithstanding anything contained in this Agreement to the contrary, Tenant
shall have no obligation to make such Capital Expenditure.


5.1.3  NONRESPONSIBILITY
OF LANDLORD, ETC. All materialmen, contractors, artisans, mechanics and
laborers and other persons contracting with Tenant with respect to the Leased
Property, or any part thereof, are hereby charged with notice



 34
 









that liens on the Leased
Property or on Landlord’s interest therein are expressly prohibited and that
they must look solely to Tenant to secure payment for any work done or material
furnished to Tenant or any Manager or for any other purpose during the term of
this Agreement.


Nothing contained
in this Agreement shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied, by inference or otherwise,
to any contractor, subcontractor, laborer or materialmen for the performance of
any labor or the furnishing of any materials for any alteration, addition,
improvement or repair to the Leased Property or any part thereof or as giving
Tenant any right, power or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to the
filing of any lien against the Leased Property or any part thereof nor to
subject Landlord’s estate in the Leased Property or any part thereof to
liability under any mechanic’s lien law of any State in any way, it being
expressly understood Landlord’s estate shall not be subject to any such
liability.


5.2  TENANT’S
PERSONAL PROPERTY. Tenant shall provide and maintain (or cause to be provided
and maintained) throughout the Term all such Tenant’s Personal Property as
shall be necessary in order to operate in compliance with applicable material
Legal Requirements and Insurance Requirements and otherwise in accordance with
customary practice in the industry for the Permitted Use. If, from and after
the Commencement Date, Tenant acquires an interest in any item of tangible
personal property (other than motor vehicles) on, or in connection with, the
Leased Property, or any portion thereof, which belongs to anyone other than
Tenant, Tenant shall require the agreements permitting such use to provide that
Landlord or its designee may assume Tenant’s rights and obligations under such
agreement upon Landlord’s purchase of the same in accordance with the
provisions of ARTICLE 15 and the assumption of management or operation of the
Travel Center by Landlord or its designee.


5.3  YIELD
UP. Upon the expiration or sooner termination of this Agreement, Tenant shall
remove all of Tenant’s Personal Property (other than that purchased by Landlord
pursuant to ARTICLE 15) and vacate and surrender the Leased Property to Landlord
(except that Tenant shall not surrender its rights to use the trade names,
trademarks, service marks, domain names, logos and other brand-source indicia,
including all goodwill related thereto, to the extent necessary for it to
comply with its obligations with respect to the Existing Third Party Trade



 35
 









Names and Service Mark
Rights until the various dates on which the rights thereto of such third
parties expire, to the extent and as more particularly described in SECTION
2.3) in substantially the same condition in which the Leased Property was in on
the Commencement Date, except as repaired, rebuilt, restored, altered or added
to as permitted or required by the provisions of this Agreement, reasonable
wear and tear excepted (and casualty damage and Condemnation, in the event that
this Agreement is terminated following a casualty or Condemnation in accordance
with ARTICLE 10 or ARTICLE 11, excepted). Notwithstanding the foregoing, as to
any Property which contains Retained Buildings (other than those, if any, which
are to be surrendered to the Landlord under any Ground Lease) Tenant shall, at
the expiration or earlier termination of this Agreement (or in the case of any
termination of this Agreement pursuant to Section 4.1.1 with respect to a
Property containing such Retained Buildings), remove such Retained Buildings
and surrender the Property to Landlord without such Retained Buildings but
otherwise in the condition required above unless Landlord shall, prior to the
end of the Term, elect to purchase such Retained Buildings on any Property for
the Fair Market Value thereof as of the last day of the Term, such Fair Market
Value to be determined by agreement of the parties or, absent agreement, by an
appraiser designated by Landlord.


In addition, upon
the expiration or earlier termination of this Agreement, Tenant shall, at
Landlord’s sole cost and expense, use its good faith efforts to transfer (or
cause to be transferred) to Landlord or its nominee, and cooperate with
Landlord or Landlord’s nominee in connection with the processing of all
applications for, licenses, operating permits and other governmental
authorizations and all contracts, including contracts with Government Agencies
and rights with third party franchisors which may be necessary for the use and
operation of the Travel Centers as then operated (all such licenses, permits,
authorizations and contracts being “OPERATING RIGHTS”). Tenant hereby appoints
Landlord as its attorney-in-fact, with full power of substitution, for the
purpose of carrying out the provisions of this paragraph and taking any action,
including, without limitation, executing, delivering and filing applications,
certificates, instruments and other documents and papers with Government
Agencies, and executing any instruments, assignments, conveyances, and other
transfers which are required to be taken or executed by Tenant, on its behalf
and in its name, which appointment is coupled with an interest, is irrevocable
and durable and shall survive the subsequent dissolution of Tenant.


If requested by
Landlord, Tenant shall continue to manage one or more of the Travel Centers
after the expiration of the Term for up to one hundred eighty (180) days, on
such reasonable



 36
 









 


terms (including receipt
by Tenant of a market management fee), as Landlord shall reasonably request.


5.4  MANAGEMENT
AND FRANCHISE AGREEMENTS. Tenant shall not, without Landlord’s prior written
consent (which consent shall not be unreasonably withheld, delayed or
conditioned with respect to Tenant’s Affiliated Persons), enter into, amend or
modify the provisions of, or extend or renew (or allow to be entered into,
amended, modified, extended or renewed) any Management Agreement or TA
Franchise Agreement. Any agreements entered into pursuant to the provisions of
this SECTION 5.4 shall be subordinate to this Agreement and shall provide,
INTER ALIA, that all amounts due from Tenant thereunder shall be subordinate to
all amounts due from Tenant to Landlord (provided that, as long as no Event of
Default has occurred and is continuing, Tenant may pay all amounts due from it
thereunder) and for termination thereof, at Landlord’s option, upon the
termination of this Agreement. Tenant shall not take any action, grant any
consent or permit any action or consent under, any Management Agreement or TA
Franchise Agreement which might have a material adverse effect on Landlord,
without the prior written consent of Landlord. Tenant shall enforce, or cause
to be enforced, all rights of the franchisor under the TA Franchise Agreements.
Upon the expiration or earlier termination of any TA Franchise Agreement with
respect to any Property, Tenant shall operate the applicable Property in
accordance with the applicable provisions of this Agreement.


ARTICLE 6


IMPROVEMENTS, ETC.


6.1  IMPROVEMENTS
TO THE LEASED PROPERTY. Tenant shall not make, construct or install (or permit
to be made, constructed or installed) any Capital Additions without, in each
instance, obtaining Landlord’s prior written consent, which consent shall not
be unreasonably withheld, delayed or conditioned provided that (a) construction
or installation of the same would not adversely affect or violate any material
Legal Requirement or Insurance Requirement applicable to any Property and (b)
Landlord shall have received an Officer’s Certificate certifying as to the
satisfaction of the conditions set out in clause (a) above; PROVIDED, HOWEVER,
that no such consent shall be required in the event immediate action is
required to prevent imminent harm to person or property or with respect to any
Capital Addition approved in the applicable Capital Replacements Budget and
having an aggregate cost not to exceed $250,000. Prior to commencing
construction of any Capital Addition, Tenant shall submit to Landlord, in
writing, a proposal setting forth, in reasonable detail, any



 37
 









 


such proposed improvement
and shall provide to Landlord such plans and specifications, and such permits,
licenses, contracts and such other information concerning the same as Landlord
may reasonably request. Landlord shall have thirty (30) days to review all
materials submitted to Landlord in connection with any such proposal. Failure
of Landlord to respond to Tenant’s proposal within thirty (30) days after
receipt of all information and materials requested by Landlord in connection
with the proposed improvement shall be deemed to constitute approval of the
same. Without limiting the generality of the foregoing, such proposal shall
indicate the approximate projected cost of constructing such proposed
improvement and the use or uses to which it will be put. No Capital Addition
shall be made which would tie in or connect any Leased Improvements with any
other improvements on property adjacent to any Property (and not part of the
Land) including, without limitation, tie-ins of buildings or other structures
or utilities. Except as permitted herein, Tenant shall not finance the cost of
any construction of such improvement by the granting of a lien on or security
interest in the Leased Property or such improvement, or Tenant’s interest
therein, without the prior written consent of Landlord, which consent may be
withheld by Landlord in Landlord’s sole discretion. Any such improvements
shall, upon the expiration or sooner termination of this Agreement, remain or
pass to and become the property of Landlord, free and clear of all encumbrances
other than Permitted Encumbrances, except as provided in Section 5.3 with
respect to Retained Buildings.


6.2  SALVAGE.
All materials which are scrapped or removed in connection with the making of
either Capital Additions or non-Capital Additions or repairs required by
ARTICLE 5 shall be or become the property of the party that paid for such work.


ARTICLE 7


LIENS


Subject to ARTICLE
8, Tenant shall use its best efforts not, directly or indirectly, to create or
allow to remain and shall promptly discharge (or cause to be discharged), at
its expense, any lien, encumbrance, attachment, title retention agreement or
claim upon the Leased Property, or any portion thereof, or Tenant’s leasehold
interest therein or any attachment, levy, claim or encumbrance in respect of
the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and
other encumbrances which are consented to in writing by Landlord, (c) liens for
those taxes of Landlord which Tenant is



 38
 









 


not required to pay
hereunder, (d) subleases permitted by ARTICLE 16, (e) liens for Impositions or
for sums resulting from noncompliance with Legal Requirements so long as (i)
the same are not yet due and payable, or (ii) are being contested in accordance
with ARTICLE 8, (f) liens of mechanics, laborers, materialmen, suppliers or
vendors incurred in the ordinary course of business that are not yet due and
payable or are for sums that are being contested in accordance with ARTICLE 8,
(g) any Property Mortgages or other liens which are the responsibility of
Landlord pursuant to the provisions of ARTICLE 20 and (h) Landlord Liens and
any other voluntary liens created by Landlord.


ARTICLE 8


PERMITTED CONTESTS


Tenant shall have
the right to contest the amount or validity of any Imposition, Legal
Requirement, Insurance Requirement, Environmental Obligation, lien, attachment,
levy, encumbrance, charge or claim (collectively, “CLAIMS”) as to the Leased
Property, by appropriate legal proceedings, conducted in good faith and with
due diligence, provided that (a) the foregoing shall in no way be construed as
relieving, modifying or extending Tenant’s obligation to pay (or cause to be
paid) any Claims as finally determined, (b) such contest shall not cause
Landlord or Tenant to be in default under any ground lease, mortgage or deed of
trust encumbering the Leased Property, or any portion thereof (Landlord
agreeing that any such ground lease, mortgage or deed of trust shall permit
Tenant to exercise the rights granted pursuant to this ARTICLE 8) or any
interest therein or result in or reasonably be expected to result in a lien
attaching to the Leased Property, or any portion thereof, (c) no part of the
Leased Property nor any Rent therefrom shall be in any immediate danger of
sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold
harmless Landlord from and against any cost, claim, damage, penalty or
reasonable expense, including reasonable attorneys’ fees, incurred by Landlord
in connection therewith or as a result thereof. Landlord agrees to join in any
such proceedings if required legally to prosecute such contest, provided that
Landlord shall not thereby be subjected to any liability therefor (including,
without limitation, for the payment of any costs or expenses in connection
therewith) unless Tenant agrees by agreement in form and substance reasonably
satisfactory to Landlord, to assume and indemnify Landlord with respect to the
same. Tenant shall be entitled to any refund of any Claims and



 39
 









 


such charges and
penalties or interest thereon which have been paid by Tenant or paid by
Landlord to the extent that Landlord has been fully reimbursed by Tenant. If
Tenant shall fail (x) to pay or cause to be paid any Claims when finally
determined, (y) to provide reasonable security therefor or (z) to prosecute or
cause to be prosecuted any such contest diligently and in good faith, Landlord
may, upon reasonable notice to Tenant (which notice shall not be required if
Landlord shall reasonably determine that the same is not practicable), pay such
charges, together with interest and penalties due with respect thereto, and
Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.


ARTICLE 9


INSURANCE AND
INDEMNIFICATION


9.1  GENERAL
INSURANCE REQUIREMENTS. Tenant shall, at all times during the Term and at any
other time Tenant shall be in possession of any Property, or any portion
thereof, keep (or cause to be kept) such Property and all property located
therein or thereon, insured against the risks and in such amounts as Landlord
shall reasonably require and may be commercially reasonable. Tenant shall
prepare a proposal setting forth the insurance Tenant proposes to be maintained
with respect to each Property during the ensuing Lease Year, and shall submit
such proposal to Landlord on or before December 1st of the preceding Lease
Year, for Landlord’s review and approval, which approval shall not be
unreasonably withheld, delayed or conditioned. In the event that Landlord shall
fail to respond within thirty (30) days after receipt of such proposal, such
proposal shall be deemed approved.


9.2  WAIVER
OF SUBROGATION. Landlord and Tenant agree that (insofar as and to the extent
that such agreement may be effective without invalidating or making it impossible
to secure insurance coverage from responsible insurance companies doing
business in any State) with respect to any property loss which is covered by
insurance then being carried by Landlord or Tenant, the party carrying such
insurance and suffering said loss releases the others of and from any and all
claims with respect to such loss; and they further agree that their respective
insurance companies (and, if Landlord or Tenant shall self insure in accordance
with the terms hereof, Landlord or Tenant, as the case may be) shall have no
right of subrogation against the other on account thereof, even though extra
premium may result therefrom. In the event that any extra premium is



 40
 









 


payable by Tenant as a
result of this provision, Landlord shall not be liable for reimbursement to
Tenant for such extra premium.


9.3  FORM
SATISFACTORY, ETC. All insurance policies and endorsements required pursuant to
this ARTICLE 9 shall be fully paid for, nonassessable, and issued by reputable
insurance companies authorized to do business in the State and having a general
policy holder’s rating of no less than A in Best’s latest rating guide. All
property, business interruption, liability and flood insurance policies with
respect to each Property shall include no deductible in excess of Five Hundred
Thousand Dollars ($500,000). At all times, all property, business interruption,
liability and flood insurance policies, with the exception of worker’s
compensation insurance coverage, shall name Landlord and any Property Mortgagee
as additional insureds, as their interests may appear. All loss adjustments
shall be payable as provided in ARTICLE 10, except that losses under liability
and worker’s compensation insurance policies shall be payable directly to the
party entitled thereto. Tenant shall cause all insurance premiums to be paid
and shall deliver (or cause to be delivered) policies or certificates thereof
to Landlord prior to their effective date (and, with respect to any renewal
policy, prior to the expiration of the existing policy). All such policies
shall provide Landlord (and any Property Mortgagee if required by the same)
thirty (30) days prior written notice of any material change or cancellation of
such policy. In the event Tenant shall fail to effect (or cause to be effected)
such insurance as herein required, to pay (or cause to be paid) the premiums
therefor or to deliver (or cause to be delivered) such policies or certificates
to Landlord or any Property Mortgagee at the times required, Landlord shall
have the right, upon Notice to Tenant, but not the obligation, to acquire such
insurance and pay the premiums therefor, which amounts shall be payable to
Landlord, upon demand, as Additional Charges, together with interest accrued
thereon at the Overdue Rate from the date such payment is made until (but
excluding) the date repaid.


9.4  NO
SEPARATE INSURANCE; SELF-INSURANCE. Tenant shall not take (or permit any Person
to take) out separate insurance, concurrent in form or contributing in the
event of loss with that required by this ARTICLE 9, or increase the amount of
any existing insurance by securing an additional policy or additional policies,
unless all parties having an insurable interest in the subject matter of such
insurance, including Landlord and all Property Mortgagees, are included therein
as



 41
 









 


additional insureds and
the loss is payable under such insurance in the same manner as losses are
payable under this Agreement. In the event Tenant shall take out any such
separate insurance or increase any of the amounts of the then existing
insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not
self-insure (or permit any Person to self-insure).


9.5  INDEMNIFICATION
OF LANDLORD. Notwithstanding the existence of any insurance provided for herein
and without regard to the policy limits of any such insurance, Tenant shall
protect, indemnify and hold harmless Landlord for, from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and reasonable expenses (including, without limitation, reasonable attorneys’
fees), to the maximum extent permitted by law, imposed upon or incurred by or
asserted against Landlord by reason of the following, except to the extent
caused by Landlord’s gross negligence or willful misconduct: (a) any accident
or injury to, or death of, persons or loss of or damage to property occurring
on or about any Property or portion thereof or adjoining sidewalks or rights of
way during the Term, (b) any past, present or future condition or use, misuse,
non-use, management, maintenance or repair by Tenant, any Manager or anyone
claiming under any of them of any Property, Tenant’s Personal Property or
Transferred Trademarks, or any litigation, proceeding or claim by governmental
entities (other than Condemnation proceedings) or other third parties relating
to any Property or portion thereof or Tenant’s Personal Property or such use,
misuse, non-use, condition, management, maintenance, or repair thereof,
including failure to perform obligations under this Agreement, to which
Landlord is made a party during the Term (limited, in the case of Environmental
Obligations, to those provided in SECTION 4.3.1), (c) any Impositions that are
the obligations of Tenant to pay pursuant to the applicable provisions of this
Agreement, and (d) any failure on the part of Tenant or anyone claiming under
Tenant to perform or comply with any of the terms of this Agreement. Tenant, at
its expense, shall contest, resist and defend any such claim, action or
proceeding asserted or instituted against Landlord (and shall not be
responsible for any duplicative attorneys’ fees incurred by Landlord) or may
compromise or otherwise dispose of the same, with Landlord’s prior written
consent (which consent may not be unreasonably withheld, delayed or
conditioned). The obligations of Tenant under this SECTION 9.5 shall survive
the termination of this Agreement.



 42
 









 


ARTICLE 10


CASUALTY


10.1  INSURANCE
PROCEEDS. Except as provided in the last clause of this sentence, all proceeds
payable by reason of any loss or damage to any Property, or any portion
thereof, and insured under any policy of insurance required by ARTICLE 9 (other
than the proceeds of any business interruption insurance or insurance proceeds
for Tenant’s Personal Property or the Retained Buildings) shall be paid
directly to Landlord (subject to the provisions of SECTION 10.2) and all loss
adjustments with respect to losses payable to Landlord shall require the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
delayed or conditioned; PROVIDED, HOWEVER, that, so long as no Event of Default
shall have occurred and be continuing, all such proceeds less than or equal to
Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant
and such losses may be adjusted without Landlord’s consent. If Tenant is
required to reconstruct or repair any Property as provided herein, such
proceeds shall be paid out by Landlord from time to time for the reasonable
costs of reconstruction or repair of such Property necessitated by such damage
or destruction, subject to and in accordance with the provisions of SECTION
10.2.4. Any excess proceeds of insurance remaining after the completion of the
restoration shall be paid to Tenant. In the event that the provisions of
SECTION 10.2.1 are applicable, the insurance proceeds shall be retained by the
party entitled thereto pursuant to SECTION 10.2.1. Insurance proceeds received
by Tenant as result of any damage to Retained Buildings shall be applied by
Tenant to reconstruct or repair the Retained Buildings subject to and in
accordance with, and as if received by Tenant from Landlord under, the
provisions of Section 10.2.4


10.2  DAMAGE
OR DESTRUCTION.


10.2.1  DAMAGE
OR DESTRUCTION OF LEASED PROPERTY. If, during the Term, any Property shall be
totally or partially destroyed and the Travel Center located thereon is thereby
rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by
the giving of Notice thereof to the other, terminate this Agreement with respect
to such affected Property, whereupon, this Agreement shall terminate with
respect to such affected Property, Landlord shall be entitled to retain the
insurance proceeds payable on account of such damage (other than insurance
proceeds attributable to the Retained Buildings), Tenant shall pay to Landlord
the amount of any deductible under the insurance policies covering such Travel
Center (excluding



 43
 









 


any deductible
attributable to a loss relating to any Retained Buildings), the amount of any
uninsured loss and any difference between the replacement cost of the affected
Property (exclusive of any Retained Buildings) and the casualty insurance
proceeds therefor, and the Minimum Rent shall be reduced by, at Landlord’s
option, (x) eight and one-half percent (8.5%) of the total amount received by
Landlord or (y) the Fair Market Value Rent of the applicable Property on the
Commencement Date, such Fair Market Value Rent to be determined by agreement of
the parties or, absent agreement, an appraiser designated by Landlord.


10.2.2  PARTIAL
DAMAGE OR DESTRUCTION. If, during the Term, any Property shall be totally or
partially destroyed but the Travel Center located thereon is not rendered
Unsuitable for Its Permitted Use, Tenant shall, subject to SECTION 10.2.3,
promptly restore such Travel Center as provided in SECTION 10.2.4.


10.2.3  INSUFFICIENT
INSURANCE PROCEEDS. If the cost of the repair or restoration of the applicable
Travel Center exceeds the amount of insurance proceeds received by Landlord and
Tenant pursuant to SECTION 9.1, Tenant shall give Landlord Notice thereof which
notice shall set forth in reasonable detail the nature of such deficiency and
whether Tenant shall pay and assume the amount of such deficiency (Tenant
having no obligation to do so, except that, if Tenant shall elect to make such
funds available, the same shall become an irrevocable obligation of Tenant
pursuant to this Agreement). In the event Tenant shall elect not to pay and
assume the amount of such deficiency, Landlord shall have the right (but not
the obligation), exercisable in Landlord’s sole discretion by Notice to Tenant,
given within sixty (60) days after Tenant’s notice of the deficiency, to elect
to make available for application to the cost of repair or restoration the
amount of such deficiency; PROVIDED, HOWEVER, in such event, upon any
disbursement by Landlord thereof, the Minimum Rent shall be adjusted as
provided in SECTION 3.1.1(b). In the event that neither Landlord nor Tenant
shall elect to make such deficiency available for restoration, either Landlord
or Tenant may terminate this Agreement with respect to the affected Property by
Notice to the other, whereupon, this Agreement shall so terminate and insurance
proceeds shall be distributed as provided in SECTION 10.2.1. It is expressly
understood and agreed, however, that, notwithstanding anything in this
Agreement to the contrary, Tenant shall be strictly liable and solely
responsible for the amount of any deductible and shall, upon any insurable
loss, pay



 44
 









 


over the amount of such
deductible (excluding any deductible attributable to a loss relating to any
Retained Building) to Landlord at the time and in the manner herein provided
for payment of the applicable proceeds to Landlord.


10.2.4  DISBURSEMENT
OF PROCEEDS. In the event Tenant is required to restore any Property pursuant
to SECTION 10.2 and this Agreement is not terminated as to such Property
pursuant to this ARTICLE 10, Tenant shall commence (or cause to be commenced)
promptly and continue diligently to perform (or cause to be performed) the
repair and restoration of such Property (hereinafter called the “WORK”), so as
to restore (or cause to be restored) the applicable Property in material
compliance with all Legal Requirements and so that such Property shall be, to
the extent practicable, substantially equivalent in value and general utility
to its general utility and value immediately prior to such damage or
destruction. Subject to the terms hereof, Landlord shall advance the insurance
proceeds and any additional amounts payable by Landlord pursuant to SECTION
10.2.3 or otherwise deposited with Landlord to Tenant regularly during the
repair and restoration period so as to permit payment for the cost of any such
restoration and repair. Any such advances shall be made not more often than
monthly within ten (10) Business Days after Tenant submits to Landlord a
written requisition and substantiation therefor on AIA Forms G702 and G703 (or
on such other form or forms as may be reasonably acceptable to Landlord).
Landlord may, at its option, condition advancement of such insurance proceeds
and other amounts on (i) its approval of plans and specifications of an
architect satisfactory to Landlord (which approval shall not be unreasonably
withheld, delayed or conditioned), (ii) general contractors’ estimates, (iii)
architect’s certificates, (iv) conditional lien waivers of general contractors,
if available, (v) evidence of approval by all governmental authorities and
other regulatory bodies whose approval is required, (vi) if Tenant has elected
to advance deficiency funds pursuant to SECTION 10.2.3, Tenant depositing the
amount thereof with Landlord and (vii) such other certificates as Landlord may,
from time to time, reasonably require.


Landlord’s
obligation to disburse insurance proceeds under this ARTICLE 10 shall be
subject to the release of such proceeds by any Property Mortgagee to Landlord.


Tenant’s
obligation to restore the applicable Property pursuant to this ARTICLE 10 shall
be subject to the release of available insurance proceeds by the applicable
Property



 45
 









 


Mortgagee to Landlord or
directly to Tenant and, in the event such proceeds are insufficient, Landlord
electing to make such deficiency available therefor (and disbursement of such
deficiency).


10.3  DAMAGE
NEAR END OF TERM. Notwithstanding any provisions of SECTION 10.1 OR 10.2 to the
contrary, if damage to or destruction of any Property occurs during the last
twelve (12) months of the Term and if such damage or destruction cannot
reasonably be expected to be fully repaired and restored prior to the date that
is six (6) months prior to the end of the Term, the provisions of SECTION
10.2.1 shall apply as if such Property had been totally or partially destroyed
and the Travel Center thereon rendered Unsuitable for Its Permitted Use.


10.4  TENANT’S
PERSONAL PROPERTY. All insurance proceeds payable by reason of any loss of or
damage to any of Tenant’s Personal Property shall be paid to Tenant and, to the
extent necessary to repair or replace Tenant’s Personal Property in accordance
with SECTION 10.5, Tenant shall hold such proceeds in trust to pay the cost of
repairing or replacing damaged Tenant’s Personal Property.


10.5  RESTORATION
OF TENANT’S PERSONAL PROPERTY. If Tenant is required to restore any Property as
hereinabove provided, Tenant shall either (a) restore all alterations and
improvements made by Tenant and Tenant’s Personal Property, or (b) replace such
alterations and improvements and Tenant’s Personal Property with improvements
or items of the same or better quality and utility in the operation of such
Property.


10.6  NO
ABATEMENT OF RENT. This Agreement shall remain in full force and effect and
Tenant’s obligation to make all payments of Rent and to pay all other charges
as and when required under this Agreement shall remain unabated during the Term
notwithstanding any damage involving the Leased Property, or any portion
thereof (provided that Landlord shall credit against such payments any amounts
paid to Landlord as a consequence of such damage under any business
interruption insurance obtained by Tenant hereunder). The provisions of this
ARTICLE 10 shall be considered an express agreement governing any cause of
damage or destruction to the Leased Property, or any portion thereof, and, to
the maximum extent permitted by law, no local or State statute, laws, rules,
regulation or ordinance in effect during the Term which provide for such a
contingency shall have any application in such case.



 46















10.7  WAIVER.
Tenant hereby waives any statutory rights of termination which may arise by
reason of any damage or destruction of the Leased Property, or any portion
thereof.


ARTICLE 11


CONDEMNATION


11.1  TOTAL
CONDEMNATION, ETC. If either (i) the whole of any Property shall be taken by
Condemnation or (ii) a Condemnation of less than the whole of any Property
renders any Property Unsuitable for Its Permitted Use, this Agreement shall
terminate with respect to such Property, and Tenant and Landlord shall seek the
Award for their interests in the applicable Property as provided in SECTION
11.5. Upon payment to Landlord of any such Award, the Minimum Rent shall be
reduced by, at Landlord’s option, (x) eight and one-half percent (8.5%) of the
amount of such Award received by Landlord, or (y) the Fair Market Value Rent of
the applicable Property on the Commencement Date, such Fair Market Value Rent
to be determined by agreement of the parties or, absent agreement, an appraiser
designated by Landlord.


11.2  PARTIAL
CONDEMNATION. In the event of a Condemnation of less than the whole of any
Property such that such Property is still suitable for its Permitted Use,
Tenant shall, to the extent of the Award and any additional amounts disbursed
by Landlord as hereinafter provided, commence (or cause to be commenced)
promptly and continue diligently to restore (or cause to be restored) the
untaken portion of the applicable Leased Improvements so that such Leased
Improvements shall constitute a complete architectural unit of the same general
character and condition (as nearly as may be possible under the circumstances)
as such Leased Improvements existing immediately prior to such Condemnation, in
material compliance with all Legal Requirements, subject to the provisions of this
SECTION 11.2. If the cost of the repair or restoration of the affected Property
exceeds the amount of the Award, Tenant shall give Landlord Notice thereof
which notice shall set forth in reasonable detail the nature of such deficiency
and whether Tenant shall pay and assume the amount of such deficiency (Tenant
having no obligation to do so, except that if Tenant shall elect to make such
funds available, the same shall become an irrevocable obligation of Tenant
pursuant to this Agreement). In the event Tenant shall elect not to pay and
assume the amount of such deficiency, Landlord shall have the right (but not
the obligation), exercisable at Landlord’s sole election by Notice



 47
 









 


to Tenant given within
sixty (60) days after Tenant’s Notice of the deficiency, to elect to make
available for application to the cost of repair or restoration the amount of
such deficiency; PROVIDED, HOWEVER, in such event, upon any disbursement by
Landlord thereof, the Minimum Rent shall be adjusted as provided in SECTION
3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make
such deficiency available for restoration, either Landlord or Tenant may
terminate this Agreement with respect to the affected Property and the entire
Award shall be allocated as set forth in SECTION 11.5.


Subject to the
terms hereof, Landlord shall contribute to the cost of restoration that part of
the Award received by Landlord and necessary to complete such repair or
restoration, together with severance and other damages awarded to Landlord for
the taken Leased Improvements and any deficiency Landlord has agreed to
disburse, to Tenant regularly during the restoration period so as to permit
payment for the cost of such repair or restoration. Landlord may, at its
option, condition advancement of such portion of the Award and other amounts on
(a) its approval of plans and specifications of an architect satisfactory to
Landlord (which approval shall not be unreasonably withheld, delayed or
conditioned), (b) general contractors’ estimates, (c) architect’s certificates,
(d) conditional lien waivers of general contractors, if available, (e) evidence
of approval by all governmental authorities and other regulatory bodies whose
approval is required, (f) if Tenant has elected to advance deficiency funds
pursuant to the preceding paragraph, Tenant depositing the amount thereof with
Landlord and (g) such other certificates as Landlord may, from time to time,
reasonably require. Landlord’s obligation under this SECTION 11.2 to disburse
the Award and such other amounts shall be subject to (x) the collection thereof
by Landlord and (y) the satisfaction of any applicable requirements of any
Property Mortgage, and the release of such Award by the applicable Property
Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject
to the release of any portion of the Award by the applicable Property Mortgagee
to Landlord.


11.3  ABATEMENT
OF RENT. Other than as specifically provided in this Agreement, this Agreement
shall remain in full force and effect and Tenant’s obligation to make all
payments of Rent and to pay all other charges as and when required under this
Agreement shall remain unabated during the Term notwithstanding any
Condemnation involving the Leased Property, or any portion thereof. The
provisions of this ARTICLE 11 shall



 48
 









 


be considered an express
agreement governing any Condemnation involving the Leased Property and, to the
maximum extent permitted by law, no local or State statute, law, rule,
regulation or ordinance in effect during the Term which provides for such a
contingency shall have any application in such case.


11.4  TEMPORARY
CONDEMNATION. In the event of any temporary Condemnation of any Property or
Tenant’s interest therein, this Agreement shall continue in full force and
effect and Tenant shall continue to pay (or cause to be paid), in the manner
and on the terms herein specified, the full amount of the Rent. Tenant shall
continue to perform and observe (or cause to be performed and observed) all of
the other terms and conditions of this Agreement on the part of the Tenant to
be performed and observed. The entire amount of any Award made for such
temporary Condemnation allocable to the Term, whether paid by way of damages,
rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the
termination of any such period of temporary Condemnation, at its sole cost and
expense, restore the affected Property to the condition that existed
immediately prior to such Condemnation, in material compliance with all applicable
Legal Requirements, unless such period of temporary Condemnation shall extend
beyond the expiration of the Term, in which event Tenant shall not be required
to make such restoration.


11.5  ALLOCATION
OF AWARD. Except as provided in SECTION 11.4 and the second sentence of this
SECTION 11.5, the total Award shall be solely the property of and payable to
Landlord. Any portion of the Award made for the taking of Tenant’s leasehold
interest in the Leased Property, loss of business during the remainder of the Term,
the taking of Retained Buildings, the taking of Tenant’s Personal Property, the
taking of Capital Additions paid for by Tenant and Tenant’s removal and
relocation expenses shall be the sole property of and payable to Tenant. In any
Condemnation proceedings, Landlord and Tenant shall each seek its own Award in
conformity herewith, at its own expense.


ARTICLE 12


DEFAULTS AND
REMEDIES


12.1  EVENTS
OF DEFAULT. The occurrence of any one or more of the following events shall
constitute an “EVENT OF DEFAULT” hereunder:



 49
 









 


(a)  should
Tenant fail to make any payment of the Rent or any other sum payable hereunder
when due; or


(b)  should
Tenant default in the due observance or performance of any of the terms,
covenants or agreements contained herein to be performed or observed by it
(other than as specified in clause (a) above) and should such default continue
for a period of thirty (30) days after Notice thereof from Landlord to Tenant;
PROVIDED, HOWEVER, that if such default is susceptible of cure but such cure cannot
be accomplished with due diligence within such period of time and if, in
addition, Tenant commences to cure or cause to be cured such default within
thirty (30) days after Notice thereof from Landlord and thereafter prosecutes
the curing of such default with all due diligence, such period of time shall be
extended to such period of time (not to exceed an additional ninety (90) days
in the aggregate) as may be necessary to cure such default with all due
diligence; or


(c)  should
any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten
Million Dollars ($10,000,000) or more for money borrowed or for any material
property or services, or any guaranty relating thereto, be declared to be or
become due and payable prior to the stated maturity thereof, or should there
occur and be continuing with respect to any such Indebtedness any event of
default under any instrument or agreement evidencing or securing the same, the
effect of which is to permit the holder or holders of such instrument or
agreement or a trustee, agent or other representative on behalf of such holder
or holders, to cause any such obligations to become due prior to its stated
maturity; or


(d)  should
an event of default occur and be continuing beyond the expiration of any
applicable cure period under any Guaranty; or


(e)  should
Tenant or any Guarantor generally not be paying its debts as they become due or
should Tenant or any Guarantor make a general assignment for the benefit of
creditors; or


(f)  should
any petition be filed by or against Tenant or any Guarantor under the Federal
bankruptcy laws, or should any other proceeding be instituted by or against
Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a
bankrupt or insolvent, or seeking liquidation, reorganization, arrangement,
adjustment or composition of Tenant’s or any Guarantor’s debts under any law
relating to bankruptcy,



 50
 









 


insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for Tenant or any Guarantor or for any substantial part of the
property of Tenant or any Guarantor and such proceeding is not dismissed within
one hundred eighty (180) days after institution thereof; or


(g)  should
Tenant or any Guarantor cause or institute any proceeding for its dissolution
or termination; or


(h)  should
the estate or interest of Tenant in the Leased Property or any part thereof be
levied upon or attached in any proceeding and the same shall not be vacated or
discharged within the later of (x) ninety (90) days after commencement thereof,
unless the amount in dispute is less than $250,000, in which case Tenant shall
give Notice to Landlord of the dispute but Tenant may defend in any suitable
way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice
thereof from Landlord (unless Tenant shall be contesting such lien or
attachment in good faith in accordance with ARTICLE 8); or


(i)  should
there occur any direct or indirect Change in Control of Tenant or any
Guarantor, except as otherwise permitted by ARTICLE 16;


then, and in any such
event, Landlord, in addition to all other remedies available to it, may
terminate this Agreement with respect to any or all of the Leased Property
(except with respect to any Existing Third Party Trade Names and Service Mark
Rights to the extent and as more particularly described in SECTION 2.3) by
giving Notice thereof to Tenant and upon the expiration of the time, if any,
fixed in such Notice, this Agreement shall terminate with respect to all or the
designated portion of the Leased Property and all rights of Tenant under this
Agreement with respect thereto shall cease. Landlord shall have and may
exercise all rights and remedies available at law and in equity to Landlord as
a result of Tenant’s breach of this Agreement.


Upon the
termination of this Agreement in connection with any Event of Default, Landlord
may, in addition to any other remedies provided herein (including the rights
set forth in SECTION 5.3), enter upon the Real Property, or any portion thereof
and take possession thereof, without liability for trespass or conversion
(Tenant hereby waiving any right to



 51
 









 


notice or hearing prior
to such taking of possession by Landlord).


12.2  REMEDIES.
None of (a) the termination of this Agreement pursuant to SECTION 12.1, (b) the
repossession of the Leased Property, or any portion thereof, (c) the failure of
Landlord to relet the Leased Property, or any portion thereof, nor (d) the
reletting of all or any of portion of the Leased Property, shall relieve Tenant
of its liability and obligations hereunder, all of which shall survive any such
termination, repossession or reletting. In the event of any such termination,
Tenant shall forthwith pay to Landlord all Rent due and payable with respect to
the Leased Property, or terminated portion thereof, through and including the
date of such termination. Thereafter, Tenant, until the end of what would have
been the Term of this Agreement in the absence of such termination, and whether
or not the Leased Property, or any portion thereof, shall have been relet,
shall be liable to Landlord for, and shall pay to Landlord, as current damages,
the Rent (Additional Rent to be reasonably calculated by Landlord) and other
charges which would be payable hereunder for the remainder of the Term had such
termination not occurred, less the net proceeds, if any, of any reletting of
the Leased Property, or any portion thereof, after deducting all reasonable
expenses in connection with such reletting, including, without limitation, all
repossession costs, brokerage commissions, legal expenses, attorneys’ fees,
advertising, expenses of employees, alteration costs and expenses of
preparation for such reletting. Tenant shall pay such current damages to
Landlord monthly on the days on which the Minimum Rent would have been payable
hereunder if this Agreement had not been so terminated with respect to such of
the Leased Property.


At any time after
such termination, whether or not Landlord shall have collected any such current
damages, as liquidated final damages beyond the date of such termination, at
Landlord’s election, Tenant shall pay to Landlord an amount equal to the
present value (as reasonably determined by Landlord using a discount rate equal
to five percent (5%) per annum) of the excess, if any, of the Rent and other
charges which would be payable hereunder from the date of such termination
(assuming that, for the purposes of this paragraph, annual payments by Tenant
on account of Impositions and Additional Rent would be the same as payments
required for the immediately preceding twelve calendar months, or if less than
twelve calendar months have expired since the Commencement Date, the payments
required for such lesser period projected to an annual amount) for what



 52
 









 


would be the then
unexpired term of this Agreement if the same remained in effect, over the fair
market rental for the same period. Nothing contained in this Agreement shall,
however, limit or prejudice the right of Landlord to prove and obtain in
proceedings for bankruptcy or insolvency an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount
be greater than, equal to, or less than the amount of the loss or damages
referred to above.


In case of any
Event of Default, re-entry, expiration and dispossession by summary proceedings
or otherwise, Landlord may, (a) relet the Leased Property or any part or parts
thereof, either in the name of Landlord or otherwise, for a term or terms which
may at Landlord’s option, be equal to, less than or exceed the period which
would otherwise have constituted the balance of the Term and may grant concessions
or free rent to the extent that Landlord considers advisable and necessary to
relet the same, and (b) may make such reasonable alterations, repairs and
decorations in the Leased Property, or any portion thereof, as Landlord, in its
sole and absolute discretion, considers advisable and necessary for the purpose
of reletting the Leased Property; and the making of such alterations, repairs
and decorations shall not operate or be construed to release Tenant from
liability hereunder as aforesaid. Landlord shall in no event be liable in any
way whatsoever for any failure to relet all or any portion of the Leased
Property, or, in the event that the Leased Property is relet, for failure to
collect the rent under such reletting. To the maximum extent permitted by law,
Tenant hereby expressly waives any and all rights of redemption granted under
any present or future laws in the event of Tenant being evicted or
dispossessed, or in the event of Landlord obtaining possession of the Leased
Property, by reason of the occurrence and continuation of an Event of Default
hereunder.


Notwithstanding
anything to the contrary set forth in this Agreement, if an Event of Default
shall be triggered solely with respect to any of SECTIONS 3.1.2(c), 3.1.2(d),
5.4, 9.5(d), 12.1(c), 12.1(d), 12.1(i), 17.2(a), 17.2(b), 21.1, 21.3, 21.4 OR
21.9 (and not with respect to any other Section of this Agreement), in no event
shall the damages recovered by Landlord pursuant to this Agreement exceed an
amount equal to the sum of (i) present value (as reasonably determined by
Landlord using a discount rate equal to ten and sixty-one hundredths percent
(10.61%) per annum) of the Minimum Rent which would be payable hereunder from
the date of such termination for what would be



 53
 









 


the then unexpired Term
of this Agreement if the same remained in effect; and (ii) all amounts due and
unpaid under this Agreement as of the date of the occurrence of the Event of
Default.


12.3  TENANT’S
WAIVER. IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2,
TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN
THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS
ARTICLE 12, AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING
PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.


12.4  APPLICATION
OF FUNDS. Any payments received by Landlord under any of the provisions of this
Agreement during the existence or continuance of any Event of Default (and any
payment made to Landlord rather than Tenant due to the existence of any Event
of Default) shall be applied to Tenant’s current and past due obligations under
this Agreement in such order as Landlord may determine or as may be prescribed
by the laws of the State. Any balance shall be paid to Tenant.


12.5  LANDLORD’S
RIGHT TO CURE TENANT’S DEFAULT. If an Event of Default shall have occurred and
be continuing, Landlord, after Notice to Tenant (which Notice shall not be
required if Landlord shall reasonably determine immediate action is necessary
to protect person or property), without waiving or releasing any obligation of
Tenant and without waiving or releasing any Event of Default, may (but shall
not be obligated to), at any time thereafter, make such payment or perform such
act for the account and at the expense of Tenant, and may, to the maximum
extent permitted by law, enter upon the Real Property, or any portion thereof,
for such purpose and take all such action thereon as, in Landlord’s sole and
absolute discretion, may be necessary or appropriate therefor. No such entry
shall be deemed an eviction of Tenant. All reasonable costs and expenses
(including, without limitation, reasonable attorneys’ fees) incurred by
Landlord in connection therewith, together with interest thereon (to the extent
permitted by law) at the Overdue Rate from the date such sums are paid by
Landlord until repaid, shall be paid by Tenant to Landlord, on demand.


ARTICLE 13


HOLDING OVER


Any holding over
by Tenant after the expiration or sooner termination of this Agreement shall be
treated as a daily



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tenancy at sufferance at
a rate equal to two (2) times the Minimum Rent and other charges herein
provided (prorated on a daily basis). Tenant shall also pay to Landlord all
damages (direct or indirect) sustained by reason of any such holding over.
Otherwise, such holding over shall be on the terms and conditions set forth in
this Agreement, to the extent applicable. Nothing contained herein shall
constitute the consent, express or implied, of Landlord to the holding over of
Tenant after the expiration or earlier termination of this Agreement.


ARTICLE 14


LANDLORD DEFAULT


If Landlord shall
default in the performance or observance of any of its covenants or obligations
set forth in this Agreement or any obligation of Landlord, if any, under any
agreement affecting the Leased Property, the performance of which is not Tenant’s
obligation pursuant to this Agreement, and any such default shall continue for
a period of thirty (30) days after Notice thereof from Tenant to Landlord and
any applicable Property Mortgagee, or such additional period as may be
reasonably required to correct the same, Tenant may declare the occurrence of a
“LANDLORD DEFAULT” by a second Notice to Landlord and to such Property
Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the
provisions of the following paragraph, invoice Landlord for costs and expenses
(including reasonable attorneys’ fees and court costs) incurred by Tenant in
curing the same, together with interest thereon (to the extent permitted by law)
from the date Landlord receives Tenant’s invoice until paid, at the Overdue
Rate. Tenant shall have no right to terminate this Agreement for any default by
Landlord hereunder and no right, for any such default, to offset or
counterclaim against any Rent or other charges due hereunder.


If Landlord shall
in good faith dispute the occurrence of any Landlord Default and Landlord,
before the expiration of the applicable cure period, shall give Notice thereof
to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord
Default shall be deemed to have occurred and Landlord shall have no obligation
with respect thereto until final adverse determination thereof. If Tenant and
Landlord shall fail, in good faith, to resolve any such dispute within ten (10)
days after Landlord’s Notice of dispute, either may submit the matter for
resolution in accordance with ARTICLE 22.



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ARTICLE 15


PURCHASE OF TENANT’S
PERSONAL PROPERTY


Landlord shall
have the option to purchase Tenant’s Personal Property and any other property
of any of Tenant’s subtenants which are Affiliated Persons of Tenant and which
is used in connection with the operation of any Travel Center, at the
expiration or sooner termination of this Agreement, for an amount equal to the
then fair market value thereof (current replacement cost as determined by
agreement of the parties or, in the absence of such agreement, appraisal),
subject to, and with appropriate price adjustments for, all liabilities assumed
such as equipment leases, conditional sale contracts and other encumbrances
securing such liabilities to which such Personal Property or property of such
subtenant is subject. In addition, upon the expiration or sooner termination of
this Agreement, Landlord shall have the right (i) to require Tenant or any
Affiliated Person of Tenant to grant a perpetual license to Landlord or its
nominee all software programs and similar intellectual property owned or
licensed by Tenant or any such Affiliated Person used at the Travel Centers for
an amount equal to the then fair market value thereof (current replacement cost
as determined by agreement of the parties or, in the absence of such agreement,
appraisal), subject to, and with appropriate price adjustments for, all
liabilities assumed, and (ii) to offer employment to any and all employees of
Tenant and any Affiliated Person of Tenant employed at the Travel Centers.
Tenant shall cause each Affiliated Person of Tenant to enter into any license
and sub-license necessary to effectuate the foregoing and shall not interfere
with, and shall cause each such Affiliated Person to cooperate with Landlord
and its nominees, and not to interfere with, the exercise of such right.


ARTICLE 16


SUBLETTING AND
ASSIGNMENT


16.1  SUBLETTING
AND ASSIGNMENT. Except as provided in SECTION 16.3, Tenant shall not, without
Landlord’s prior written consent (which consent may be given or withheld in
Landlord’s sole and absolute discretion), assign, mortgage, pledge,
hypothecate, encumber or otherwise transfer this Agreement or sublease or
permit the sublease (which term shall be deemed to include the granting of
concessions, licenses, sublicenses and the like), of the Leased Property, or
any portion thereof, or suffer or permit this Agreement or the leasehold estate
created



 56
 









hereby or any other
rights arising under this Agreement to be assigned, transferred, mortgaged,
pledged, hypothecated or encumbered, in whole or in part, whether voluntarily,
involuntarily or by operation of law, or permit the use or operation of the
Leased Property, or any portion thereof, by anyone other than Tenant or any
Manager approved by Landlord pursuant to the applicable provisions of this
Agreement, or the Leased Property, or any portion thereof, to be offered or
advertised for assignment or subletting.


For purposes of
this SECTION 16.1, an assignment of this Agreement shall be deemed to include,
without limitation, any direct or indirect Change in Control of Tenant.


If this Agreement
is assigned or if the Leased Property, or any portion thereof is sublet (or occupied
by anybody other than Tenant or any Manager and their respective employees),
after termination of this Agreement, Landlord may collect the rents from such
assignee, subtenant or occupant, as the case may be, but no such collection
shall be deemed a waiver of the provisions set forth in the first paragraph of
this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or
occupant, as the case may be, as a tenant, or a release of Tenant from the
future performance by Tenant of its covenants, agreements or obligations
contained in this Agreement.


Any assignment or
transfer of Tenant’s interest under this Agreement shall be subject to such
assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty
shall be in form and substance satisfactory to Landlord in its sole discretion
and which Guaranty shall constitute a Guaranty hereunder.


No subletting or
assignment shall in any way impair the continuing primary liability of Tenant
hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant
shall be released from all obligations hereunder), and no consent to any
subletting or assignment in a particular instance shall be deemed to be a
waiver of the prohibition set forth in this SECTION 16.1. No assignment,
subletting or occupancy shall affect any Permitted Use. Any subletting,
assignment or other transfer of Tenant’s interest under this Agreement in
contravention of this SECTION 16.1 shall be voidable at Landlord’s option.



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16.2  REQUIRED
SUBLEASE PROVISIONS. Any sublease of all or any portion of the Leased Property
entered into on or after the Commencement Date shall provide (a) that the
Subtenant shall, at Landlord’s or Tenant’s request pursuant to Tenant’s
obligations or Landlord’s rights under SECTION 5.3 or ARTICLE 15, transfer as
so requested any of its Operating Rights and/or other property relating to such
Leased Property (and shall be deemed to have granted Landlord the power of
attorney with respect to its Operating Rights and other property as Tenant has
granted pursuant to the second sentence of the second paragraph of Section
5.3); (b) that it is subject and subordinate to this Agreement and to the
matters to which this Agreement is or shall be subject or subordinate; (c) that
in the event of termination of this Agreement or reentry or dispossession of
Tenant by Landlord under this Agreement, Landlord may, at its option, terminate
such sublease or take over all of the right, title and interest of Tenant, as
sublessor under such sublease, and such subtenant shall, at Landlord’s option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that neither Landlord nor any Property Mortgagee, as holder of a
mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that
position, shall (i) be liable for any act or omission of Tenant under such
sublease, (ii) be subject to any credit, counterclaim, offset or defense which
theretofore accrued to such subtenant against Tenant, (iii) be bound by any
previous modification of such sublease not consented to in writing by Landlord
or by any previous prepayment of more than one (1) month’s rent, (iv) be bound
by any covenant of Tenant to undertake or complete any construction of the
applicable Property, or any portion thereof, (v) be required to account for any
security deposit of the subtenant other than any security deposit actually
delivered to Landlord by Tenant, (vi) be bound by any obligation to make any
payment to such subtenant or grant any credits, except for services, repairs,
maintenance and restoration provided for under the sublease that are performed
after the date of such attornment, (vii) be responsible for any monies owing by
Tenant to the credit of such subtenant unless actually delivered to Landlord by
Tenant, or (viii) be required to remove any Person occupying any portion of the
Leased Property; and (d) in the event that such subtenant receives a written
Notice from Landlord or any Property Mortgagee stating that this Agreement has
terminated, such subtenant shall thereafter be obligated to pay all rentals
accruing under such sublease directly to the party giving such Notice or as
such party may direct. Such sublease shall provide that the subtenant
thereunder shall, at the request of Landlord, execute a suitable instrument in
confirmation of such agreement



 58
 









to attorn. An original
counterpart of each such sublease and assignment and assumption, duly executed
by Tenant and such subtenant or assignee, as the case may be, in form and
substance reasonably satisfactory to Landlord, shall be delivered promptly to
Landlord and (a) in the case of an assignment, the assignee shall assume in
writing and agree to keep and perform all of the terms of this Agreement on the
part of Tenant to be kept and performed and shall be, and become, jointly and
severally liable with Tenant for the performance thereof and (b) in case of
either an assignment or subletting, Tenant shall remain primarily liable, as
principal rather than as surety, for the prompt payment of the Rent and for the
performance and observance of all of the covenants and conditions to be
performed by Tenant hereunder.


The provisions of
this SECTION 16.2 shall not be deemed a waiver of the provisions set forth in
the first paragraph of SECTION 16.1.


16.3  PERMITTED
SUBLEASE. Subject to the provisions of SECTION 16.2 and SECTION 16.4 and any
other express conditions or limitations set forth herein, Tenant may, in each
instance after Notice to Landlord and without consent, (a) enter into third
party agreements or sublease space at any Property for fuel station,
restaurant/food service or mechanical repair purposes or other concessions in
furtherance of the Permitted Use, so long as such subleases will not violate or
affect any Legal Requirement or Insurance Requirement, and Tenant shall provide
such additional insurance coverage applicable to the activities to be conducted
in such subleased space as Landlord and any Property Mortgagee may reasonably
require, and (b) enter into one or more subleases or licenses with Affiliated
Persons of Tenant with respect to the Leased Property, or any portion thereof
(including but without limitation with respect to any trade names, trademarks,
service marks, domain names, logos and other brand-source indicia, including
all goodwill related thereto, constituting part of the Transferred Trademarks),
PROVIDED Tenant gives Landlord Notice of the material terms and conditions
thereof and such subleases or licenses or sublicenses do not grant any rights
beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant
enters into one (1) or more subleases, licenses or sublicenses with Affiliated
Persons of Tenant with respect to any Property, or any portion thereof, in
accordance with the preceding clause (b), Tenant may allocate the rent and
other charges with respect to the affected Property in any reasonable manner;
PROVIDED, HOWEVER, that such allocation shall not affect Tenant’s (nor any



 59
 









Guarantor’s) liability
for the Rent and other obligations of Tenant under this Agreement; and, PROVIDED,
FURTHER, that Tenant shall give Landlord prompt written notice of any
allocation or reallocation of the rent and other charges with respect to the
affected Property and, in any event, Tenant shall give Landlord written notice
of the amount of such allocations at least ten (10) Business Days prior to the
date that Landlord or Hospitality Properties Trust is required to file any tax
returns in any State where such affected Leased Property is located.


16.4  SUBLEASE
LIMITATION. Anything contained in this Agreement to the contrary
notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or
any portion thereof, on any basis such that the rental to be paid by any
sublessee or sublicensee thereunder would be based, in whole or in part, on the
net income or profits derived by the business activities of such sublessee or
sublicensee, any other formula such that any portion of such sublease rental or
sublicense would fail to qualify as “rents from real property” within the
meaning of Section 856(d) of the Code, or any similar or successor provision
thereto or would otherwise disqualify Landlord or any Affiliated Person for
treatment as a “real estate investment trust” under the Code.


ARTICLE 17


ESTOPPEL
CERTIFICATES AND FINANCIAL STATEMENTS


17.1  ESTOPPEL
CERTIFICATES. At any time and from time to time, but not more than a reasonable
number of times per year, upon not less than ten (10) Business Days prior
Notice by either party, the party receiving such Notice shall furnish to the
other an Officer’s Certificate certifying that this Agreement is unmodified and
in full force and effect (or that this Agreement is in full force and effect as
modified and setting forth the modifications), the date to which the Rent has
been paid, that no Default or an Event of Default has occurred and is
continuing or, if a Default or an Event of Default shall exist, specifying in
reasonable detail the nature thereof, and the steps being taken to remedy the
same, and such additional information as the requesting party may reasonably
request. Any such certificate furnished pursuant to this SECTION 17.1 may be
relied upon by the requesting party, its lenders and any prospective purchaser
or mortgagee of the Leased Property, or any portion thereof, or the leasehold
estate created hereby.



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17.2  FINANCIAL
STATEMENTS. Tenant shall furnish or cause TCA to furnish, as applicable, the
following statements to Landlord:


(a) within
forty-five (45) days after each of the first three fiscal quarters of any
Fiscal Year, the most recent Consolidated Financials, accompanied by the
Financial Officer’s Certificate;


(b) within ninety
(90) days after the end of each Fiscal Year, the most recent Consolidated
Financials and financials of Tenant for such year, certified by an independent
certified public accountant reasonably satisfactory to Landlord and accompanied
by a Financial Officer’s Certificate;


(c) within
forty-five (45) days after the end of each month, an unaudited operating
statement and statement of Capital Expenditures prepared on a Property by
Property basis and a combined basis, accompanied by a Financial Officer’s
Certificate;


(d) at any time
and from time to time upon not less than twenty (20) days Notice from Landlord
or such additional period as may be reasonable under the circumstances, any
Consolidated Financials, Tenant financials or any other audited or unaudited
financial reporting information required to be filed by Landlord with any
securities and exchange commission, the SEC or any successor agency, or any
other governmental authority, or required pursuant to any order issued by any
court, governmental authority or arbitrator in any litigation to which Landlord
is a party, for purposes of compliance therewith;


(e) promptly after
receipt or sending thereof, copies of all notices given or received by Tenant
under any Management Agreement or TA Franchise Agreement; and


(f) promptly upon
Notice from Landlord, such other information concerning the business, financial
condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of
Tenant as Landlord reasonably may request from time to time.


Landlord may at any time,
and from time to time, provide any Property Mortgagee with copies of any of the
foregoing statements, subject to Landlord obtaining the agreement of such
Property Mortgagee to maintain such statements and the information therein as
confidential.



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ARTICLE 18


LANDLORD’S RIGHT
TO INSPECT, QUALITY CONTROL, USE OF

TRANSFERRED TRADEMARKS AND ENFORCEMENT


18.1  INSPECTION.
Tenant shall permit Landlord and its authorized representatives to inspect the
Leased Property, or any portion thereof, during usual business hours upon not
less than forty-eight (48) hours’ notice and to make such repairs as Landlord
is permitted or required to make pursuant to the terms of this Agreement,
provided that any inspection or repair by Landlord or its representatives will
not unreasonably interfere with Tenant’s use and operation of the Leased
Property and further provided that in the event of an emergency, as determined
by Landlord in its reasonable discretion, prior Notice shall not be necessary.


18.2  QUALITY
CONTROL. Landlord shall have the right to exercise quality control over the use
made by Tenant (and any and all Affiliated Persons and permitted sublicensees)
of the Transferred Trademarks to a degree reasonably necessary to maintain the
validity and enforceability of the Transferred Trademarks and to protect the
goodwill associated therewith. Tenant (and any and all Affiliated Persons and
permitted sublicensees) shall not combine the Transferred Trademarks with any
other trademarks, service marks, trade names, logos, domain names or other
brand-source indicia unless it obtains Landlord’s prior written consent.


18.3  TRANSFERRED
TRADEMARKS, REGISTRATION AND MAINTENANCE. Tenant shall be responsible for
trademark registration and maintenance on behalf of Landlord.


18.4  ENFORCEMENT.
In the event that Tenant (or any Affiliated Person or sublicensee) learns of
any infringement or unauthorized use of any of the Transferred Trademarks, it
shall promptly notify Landlord. If requested to do so, Tenant (and any and all
Affiliated Persons and sublicensees) shall cooperate with and assist Landlord
in any action that Landlord may commence to protect its right, title and
interest in the Transferred Trademarks, including joining the action as a party
if necessary.


ARTICLE 19


EASEMENTS


19.1  GRANT
OF EASEMENTS. Provided no Event of Default has occurred and is continuing,
Landlord will join in granting and,



 62
 









if necessary, modifying
or abandoning such rights-of-way, easements and other interests as may be
reasonably requested by Tenant for ingress and egress, and electric, telephone,
gas, water, sewer and other utilities so long as:


(a)  the
instrument creating, modifying or abandoning any such easement, right-of-way or
other interest is satisfactory to and approved by Landlord (which approval
shall not be unreasonably withheld, delayed or conditioned);


(b)  Landlord
receives an Officer’s Certificate from Tenant stating (i) that such grant,
modification or abandonment is not detrimental to the proper conduct of
business on such Property, (ii) the consideration, if any, being paid for such
grant, modification or abandonment (which consideration shall be paid by
Tenant), (iii) that such grant, modification or abandonment does not impair the
use or value of such Property for the Permitted Use, and (iv) that, for as long
as this Agreement shall be in effect, Tenant will perform all obligations, if
any, of Landlord under any such instrument; and


(c)  Landlord
receives evidence satisfactory to Landlord that the Manager has granted its
consent to such grant, modification or abandonment in accordance with the
requirements of such Manager’s Management Agreement or that such consent is not
required.


19.2  EXERCISE
OF RIGHTS BY TENANT. So long as no Event of Default has occurred and is
continuing, Tenant shall have the right to exercise all rights of Landlord
under the Easement Agreements and, in connection therewith, Landlord shall
execute and promptly return to Tenant such documents as Tenant shall reasonably
request. Tenant shall perform all obligations of Landlord under the Easement
Agreements.


19.3  PERMITTED
ENCUMBRANCES. Any agreements entered into in accordance with this ARTICLE 19
shall be deemed a Permitted Encumbrance.


ARTICLE 20


PROPERTY MORTGAGES


20.1  LANDLORD
MAY GRANT LIENS. Without the consent of Tenant, Landlord may, from time to
time, directly or indirectly, create or otherwise cause to exist any lien,
encumbrance or title retention agreement (“ENCUMBRANCE”) upon the Leased
Property (other than the Retained Buildings), or any portion thereof, or
interest therein, whether



 63
 









to secure any borrowing
or other means of financing or refinancing.


20.2  SUBORDINATION
OF LEASE. This Agreement and any and all rights of Tenant hereunder are and
shall be subject and subordinate to any ground or master lease, and all
renewals, extensions, modifications and replacements thereof, and to all
mortgages and deeds of trust, which may now or hereafter affect the Leased
Property, or any portion thereof, or any improvements thereon and/or any of
such leases, whether or not such mortgages or deeds of trust shall also cover
other lands and/or buildings and/or leases, to each and every advance made or
hereafter to be made under such mortgages and deeds of trust, and to all
renewals, modifications, replacements and extensions of such leases and such
mortgages and deeds of trust and all consolidations of such mortgages and deeds
of trust. This section shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute, acknowledge and deliver any instrument that Landlord,
the lessor under any such lease or the holder of any such mortgage or the
trustee or beneficiary of any deed of trust or any of their respective
successors in interest may reasonably request to evidence such subordination.
Any lease to which this Agreement is, at the time referred to, subject and
subordinate is herein called “SUPERIOR LEASE” and the lessor of a Superior
Lease or its successor in interest at the time referred to is herein called “SUPERIOR
LANDLORD” and any mortgage or deed of trust to which this Agreement is, at the
time referred to, subject and subordinate is herein called “SUPERIOR MORTGAGE”
and the holder, trustee or beneficiary of a Superior Mortgage is herein called “SUPERIOR
MORTGAGEE”. Tenant shall have no obligations under any Superior Lease or
Superior Mortgage other than those expressly set forth in this SECTION 20.2.


If any Superior
Landlord or Superior Mortgagee or the nominee or designee of any Superior
Landlord or Superior Mortgagee shall succeed to the rights of Landlord under
this Agreement (any such person, “SUCCESSOR LANDLORD”), whether through
possession or foreclosure action or delivery of a new lease or deed, or
otherwise, at such Successor Landlord’s request, Tenant shall attorn to and
recognize the Successor Landlord as Tenant’s landlord under this Agreement and
Tenant shall promptly execute and deliver any instrument that such Successor
Landlord may reasonably request to evidence such attornment (provided that such
instrument does not alter the terms of this Agreement), whereupon, this
Agreement shall



 64
 









continue in full force
and effect as a direct lease between the Successor Landlord and Tenant upon all
of the terms, conditions and covenants as are set forth in this Agreement,
except that the Successor Landlord (unless formerly the landlord under this
Agreement or its nominee or designee) shall not be (a) liable in any way to
Tenant for any act or omission, neglect or default on the part of any prior
Landlord under this Agreement, (b) responsible for any monies owing by or on
deposit with any prior Landlord to the credit of Tenant (except to the extent
actually paid or delivered to the Successor Landlord), (c) subject to any
counterclaim or setoff which theretofore accrued to Tenant against any prior
Landlord, (d) bound by any modification of this Agreement subsequent to such
Superior Lease or Mortgage, or by any previous prepayment of Rent for more than
one (1) month in advance of the date due hereunder, which was not approved in
writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable
to Tenant beyond the Successor Landlord’s interest in the Leased Property and
the rents, income, receipts, revenues, issues and profits issuing from the
Leased Property, (f) responsible for the performance of any work to be done by
the Landlord under this Agreement to render the Leased Property ready for
occupancy by Tenant (subject to Landlord’s obligations under SECTION 5.1.2(b)
or with respect to any insurance or Condemnation proceeds), or (g) required to
remove any Person occupying the Leased Property or any part thereof, except if
such person claims by, through or under the Successor Landlord. Tenant agrees
at any time and from time to time to execute a suitable instrument in
confirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agrees
to provide Tenant with an instrument of nondisturbance and attornment from each
such Superior Mortgagee and Superior Landlord (other than the lessors under any
ground leases with respect to the Leased Property, or any portion thereof) in
form and substance reasonably satisfactory to Tenant. Notwithstanding the
foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts
owed under SECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance
proceeds or Awards received by Landlord or the Successor Landlord required to
be paid to Tenant pursuant to the terms of this Agreement, and, as a condition
to any mortgage, lien or lease in respect of the Leased Property, or any
portion thereof, and the subordination of this Agreement thereto, the
mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the
benefit of Tenant, to make such payments, which agreement shall be embodied in
an instrument in form reasonably satisfactory to Tenant.



 65
 









20.3  NOTICE
TO MORTGAGEE AND SUPERIOR LANDLORD. Subsequent to the receipt by Tenant of
Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord
under a lease with Landlord, as ground lessee, which includes the Leased
Property, or any portion thereof, as part of the demised premises and which
complies with SECTION 20.1 (which Notice shall be accompanied by a copy of the
applicable mortgage or lease), no Notice from Tenant to Landlord as to a
default by Landlord under this Agreement shall be effective with respect to a
Property Mortgagee or Superior Landlord unless and until a copy of the same is
given to such Property Mortgagee or Superior Landlord at the address set forth
in the above described Notice, and the curing of any of Landlord’s defaults
within the applicable notice and cure periods set forth in ARTICLE 14 by such
Property Mortgagee or Superior Landlord shall be treated as performance by
Landlord.


ARTICLE 21


ADDITIONAL
COVENANTS OF LANDLORD AND TENANT


21.1  PROMPT
PAYMENT OF INDEBTEDNESS. Tenant shall (a) pay or cause to be paid when due all
payments of principal of and premium and interest on Tenant’s Indebtedness for
money borrowed and shall not permit or suffer any such Indebtedness to become
or remain in default beyond any applicable grace or cure period, (b) pay or
cause to be paid when due all lawful claims for labor and rents with respect to
the Leased Property, (c) pay or cause to be paid when due all trade payables
and (d) pay or cause to be paid when due all other of Tenant’s Indebtedness
upon which it is or becomes obligated, except, in each case, other than that
referred to in clause (a), to the extent payment is being contested in good
faith by appropriate proceedings in accordance with ARTICLE 8 and if Tenant
shall have set aside on its books adequate reserves with respect thereto in
accordance with GAAP, if appropriate, or unless and until foreclosure,
distraint sale or other similar proceedings shall have been commenced.


21.2  CONDUCT
OF BUSINESS. Tenant shall not engage in any business other than the leasing and
operation of the Leased Property (including any incidental or ancillary
business relating thereto) and shall do or cause to be done all things
necessary to preserve, renew and keep in full force and effect and in good
standing its legal existence and its rights and licenses necessary to conduct
such business.



 66
 









21.3  MAINTENANCE
OF ACCOUNTS AND RECORDS. Tenant shall keep true records and books of account of
Tenant in which full, true and correct entries will be made of dealings and
transactions in relation to the business and affairs of Tenant in accordance
with GAAP. Tenant shall apply accounting principles in the preparation of the
financial statements of Tenant which, in the judgment of and the opinion of its
independent public accountants, are in accordance with GAAP, where applicable,
except for changes approved by such independent public accountants. Tenant shall
provide to Landlord either in a footnote to the financial statements delivered
under SECTION 17.2 which relate to the period in which such change occurs, or
in separate schedules to such financial statements, information sufficient to
show the effect of any such changes on such financial statements.


21.4  NOTICE
OF LITIGATION, ETC. Tenant shall give prompt Notice to Landlord of any
litigation or any administrative proceeding to which it may hereafter become a
party of which Tenant has notice or actual knowledge which involves a potential
liability equal to or greater than Two Hundred Fifty Thousand Dollars
($250,000) or which may otherwise result in any material adverse change in the
business, operations, property, prospects, results of operation or condition,
financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any
Default, Event of Default or any default or event of default under any
agreement relating to Indebtedness for money borrowed in an aggregate amount
exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or
any event or condition that would be required to be disclosed in a current
report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form
10-Q if Tenant were required to file such reports under the Securities Exchange
Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord
specifying the nature and period of existence thereof and what action Tenant
has taken or is taking or proposes to take with respect thereto.


21.5  INDEBTEDNESS
OF TENANT. Tenant shall not create, incur, assume or guarantee, or permit to
exist, or become or remain liable directly or indirectly upon, any Indebtedness
except the following:


(a)  Indebtedness
of Tenant to Landlord;


(b)  Indebtedness
of Tenant for Impositions, to the extent that payment thereof shall not at the
time be required to be made in accordance with the provisions of ARTICLE 8;



 67
 









(c)  Indebtedness
of Tenant in respect of judgments or awards (i) which have been in force for
less than the applicable appeal period and in respect of which execution
thereof shall have been stayed pending such appeal or review, or (ii) which are
fully covered by insurance payable to Tenant, or (iii) which are for an amount
not in excess of $250,000 in the aggregate at any one time outstanding and (x)
which have been in force for not longer than the applicable appeal period, so
long as execution is not levied thereunder or (y) in respect of which an appeal
or proceedings for review shall at the time be prosecuted in good faith in
accordance with the provisions of ARTICLE 8, and in respect of which execution
thereof shall have been stayed pending such appeal or review;


(d)  unsecured
borrowings of Tenant from its Affiliated Persons which are by their terms expressly
subordinate pursuant to a Subordination Agreement to the payment and
performance of Tenant’s obligations under this Agreement; or


(e)  Indebtedness
for purchase money financing in accordance with SECTION 21.8(a) and other
operating liabilities incurred in the ordinary course of Tenant’s business;


(f)  Indebtedness
of Tenant as guarantor or borrower secured by Liens permitted under SECTION
21.8(c); or


(g)  A
guaranty of TCA’s obligations under its revolving line of credit and for any
privately placed or publicly issued debt.


21.6  DISTRIBUTIONS,
PAYMENTS TO AFFILIATED PERSONS, ETC. Tenant shall not declare, order, pay or
make, directly or indirectly, any Distributions or any payment to any
Affiliated Person of Tenant (including payments in the ordinary course of
business) or set apart any sum or property therefor, or agree to do so, if, at
the time of such proposed action, or immediately after giving effect thereto,
any Event of Default shall have occurred and be continuing. Otherwise, as long
as no Event of Default shall have occurred and be continuing, Tenant may make
Distributions and payments to Affiliated Persons; PROVIDED, HOWEVER, that any
such payments shall at all times be subordinate to Tenant’s obligations under
this Agreement.


21.7  PROHIBITED
TRANSACTIONS. Tenant shall not permit to exist or enter into any agreement or
arrangement whereby it engages in a transaction of any kind with any Affiliated
Person



 68
 









as to Tenant or any
Guarantor, except on terms and conditions which are commercially reasonable.


21.8  LIENS
AND ENCUMBRANCES. Except as permitted by ARTICLE 7 and SECTION 21.5, Tenant
shall not create or incur or suffer to be created or incurred or to exist any
Lien on this Agreement or any of Tenant’s assets, properties, rights or income,
or any of its interest therein, now or at any time hereafter owned, other than:


(a)  Security
interests securing the purchase price of equipment or personal property whether
acquired before or after the Commencement Date; PROVIDED, HOWEVER, that (i)
such Lien shall at all times be confined solely to the asset in question and
(ii) the aggregate principal amount of Indebtedness secured by any such Lien
shall not exceed the cost of acquisition or construction of the property
subject thereto;


(b)  Permitted
Encumbrances;


(c)  Security
interests in Accounts or Chattel Paper, in Support Obligations, General
Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in
any Instruments or Investment Property evidencing or arising from such Accounts
or Chattel Paper, in any documents, books, records or other information
(including, without limitation, computer programs, tapes, discs, punch cards,
data processing software and related property and rights) maintained with
respect to any property described in this SECTION 21.8(c) or in any Proceeds of
any of the foregoing (capitalized terms used in this SECTION 21.8(c) without
definition being used as defined in or for purposes of Article 9 of the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts); or


(d)  As
permitted pursuant to SECTION 21.5.


21.9  MERGER;
SALE OF ASSETS; ETC. Without Landlord’s prior written consent (which consent
may be given or withheld in Landlord’s sole discretion), Tenant shall not (i)
sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or
abandon, all or any material portion of its assets (including capital stock or
other equity interests) or business to any Person, (ii) merge into or with or
consolidate with any other Entity, or (iii) sell, lease (as lessor or
sublessor), transfer or otherwise dispose of, or abandon, any personal property
or fixtures or any real property; PROVIDED, HOWEVER, that, notwithstanding the
provisions of clause (iii) preceding, Tenant



 69
 









may dispose of equipment
or fixtures which have become inadequate, obsolete, worn-out, unsuitable,
undesirable or unnecessary, provided substitute equipment or fixtures having
equal or greater value and utility (but not necessarily having the same
function) have been provided.


21.10  BANKRUPTCY
REMOTE ENTITIES. At Landlord’s request, Tenant shall make such amendments,
modifications or other changes to its charter documents and governing bodies
(including, without limitation, Tenant’s board of directors), and take such
other actions, as may from time to time be necessary to qualify Tenant as a “bankruptcy
remote entity”, PROVIDED THAT Landlord shall reimburse Tenant for all costs and
expenses reasonably incurred by Tenant in connection with the making of such
amendments or modifications.


21.11  TRADE
AREA RESTRICTION. Notwithstanding anything to the contrary in this Agreement,
neither Tenant nor any Affiliated Person of Tenant shall acquire, own,
franchise, finance, lease, manage, operate or open any Travel Center or similar
business within seventy-five (75) miles in either direction along the primary
interstate on which any Property is located without Landlord’s consent, which
consent may be given or withheld in Landlord’s sole discretion.


ARTICLE 22


ARBITRATION


Landlord or Tenant
may elect to submit any dispute hereunder that has an amount in controversy in
excess of $250,000 to arbitration hereunder. Any such arbitration shall be
conducted in Boston, Massachusetts in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then pertaining and
the decision of the arbitrators with respect to such dispute shall be binding,
final and conclusive on the parties.


In the event
Landlord or Tenant shall elect to submit any such dispute to arbitration
hereunder, Landlord and Tenant shall each appoint and pay all fees of a fit and
impartial person as arbitrator with at least ten (10) years’ recent
professional experience in the general subject matter of the dispute. Notice of
such appointment shall be sent in writing by each party to the other, and the
arbitrators so appointed, in the event of their failure to agree within thirty
(30) days after the appointment of the second arbitrator upon the matter so



 70
 









submitted, shall appoint
a third arbitrator. If either Landlord or Tenant shall fail to appoint an
arbitrator, as aforesaid, for a period of twenty (20) days after written notice
from the other party to make such appointment, then the arbitrator appointed by
the party having made such appointment shall appoint a second arbitrator and
the two (2) so appointed shall, in the event of their failure to agree upon any
decision within thirty (30) days thereafter, appoint a third arbitrator. If
such arbitrators fail to agree upon a third arbitrator within forty five (45)
days after the appointment of the second arbitrator, then such third arbitrator
shall be appointed by the American Arbitration Association from its qualified
panel of arbitrators, and shall be a person having at least ten (10) years’
recent professional experience as to the subject matter in question. The fees
of the third arbitrator and the expenses incident to the proceedings shall be
borne equally between Landlord and Tenant, unless the arbitrators decide
otherwise. The fees of respective counsel engaged by the parties, and the fees
of expert witnesses and other witnesses called for the parties, shall be paid
by the respective party engaging such counsel or calling or engaging such
witnesses.


The decision of
the arbitrators shall be rendered within thirty (30) days after appointment of
the third arbitrator. Such decision shall be in writing and in duplicate, one
counterpart thereof to be delivered to Landlord and one to Tenant. A judgment
of a court of competent jurisdiction may be entered upon the award of the arbitrators
in accordance with the rules and statutes applicable thereto then obtaining.


Landlord and
Tenant acknowledge and agree that, to the extent any such dispute shall involve
any Manager and be subject to arbitration pursuant to such Manager’s Management
Agreement, Landlord and Tenant shall cooperate to consolidate any such
arbitration hereunder and under such Management Agreement into a single
proceeding.


ARTICLE 23


MISCELLANEOUS


23.1  LIMITATION
ON PAYMENT OF RENT. All agreements between Landlord and Tenant herein are
hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of acceleration of Rent, or otherwise, shall the Rent or any other
amounts payable to Landlord under this Agreement exceed the maximum permissible
under applicable law, the benefit of



 71
 









which may be asserted by
Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of
any provision of this Agreement, at the time performance of such provision
shall be due, shall involve transcending the limit of validity prescribed by
law, or if from any circumstances Landlord should ever receive as fulfillment
of such provision such an excessive amount, then, IPSO FACTO, the amount which
would be excessive shall be applied to the reduction of the installment(s) of
Minimum Rent next due and not to the payment of such excessive amount. This
provision shall control every other provision of this Agreement and any other
agreements between Landlord and Tenant.


23.2  NO
WAIVER. No failure by Landlord or Tenant to insist upon the strict performance
of any term hereof or to exercise any right, power or remedy consequent upon a
breach thereof, and no acceptance of full or partial payment of Rent during the
continuance of any such breach, shall constitute a waiver of any such breach or
of any such term. To the maximum extent permitted by law, no waiver of any
breach shall affect or alter this Agreement, which shall continue in full force
and effect with respect to any other then existing or subsequent breach.


23.3  REMEDIES
CUMULATIVE. To the maximum extent permitted by law, each legal, equitable or
contractual right, power and remedy of Landlord or Tenant, now or hereafter
provided either in this Agreement or by statute or otherwise, shall be
cumulative and concurrent and shall be in addition to every other right, power
and remedy and the exercise or beginning of the exercise by Landlord or Tenant
(as applicable) of any one or more of such rights, powers and remedies shall
not preclude the simultaneous or subsequent exercise by Landlord of any or all
of such other rights, powers and remedies.


23.4  SEVERABILITY.
Any clause, sentence, paragraph, section or provision of this Agreement held by
a court of competent jurisdiction to be invalid, illegal or ineffective shall
not impair, invalidate or nullify the remainder of this Agreement, but rather
the effect thereof shall be confined to the clause, sentence, paragraph,
section or provision so held to be invalid, illegal or ineffective, and this
Agreement shall be construed as if such invalid, illegal or ineffective
provisions had never been contained therein.


23.5  ACCEPTANCE
OF SURRENDER. No surrender to Landlord of this Agreement or of the Leased
Property or any part thereof, or



 72
 









of any interest therein,
shall be valid or effective unless agreed to and accepted in writing by
Landlord and no act by Landlord or any representative or agent of Landlord,
other than such a written acceptance by Landlord, shall constitute an
acceptance of any such surrender.


23.6  NO
MERGER OF TITLE. It is expressly acknowledged and agreed that it is the intent
of the parties that there shall be no merger of this Agreement or of the
leasehold estate created hereby by reason of the fact that the same Person may
acquire, own or hold, directly or indirectly, this Agreement or the leasehold
estate created hereby and the fee estate or ground landlord’s interest in the
Leased Property.


23.7  CONVEYANCE
BY LANDLORD. If Landlord or any successor owner of all or any portion of the
Leased Property shall convey all or any portion of the Leased Property in
accordance with the terms hereof other than as security for a debt, and the
grantee or transferee of such of the Leased Property shall expressly assume all
obligations of Landlord hereunder arising or accruing from and after the date
of such conveyance or transfer, Landlord or such successor owner, as the case
may be, shall thereupon be released from all future liabilities and obligations
of Landlord under this Agreement with respect to such of the Leased Property
arising or accruing from and after the date of such conveyance or other
transfer and all such future liabilities and obligations shall thereupon be
binding upon the new owner.


23.8  QUIET
ENJOYMENT. Tenant shall peaceably and quietly have, hold and enjoy the Real
Property (other than the Retained Buildings) for the Term, free of hindrance or
molestation by Landlord or anyone claiming by, through or under Landlord, but
subject to (a) any Encumbrance permitted under ARTICLE 20 or otherwise
permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances,
(c) liens as to obligations of Landlord that are either not yet due or which
are being contested in good faith and by proper proceedings, provided the same
do not materially interfere with Tenant’s ability to operate any Travel Center
and (d) liens that have been consented to in writing by Tenant. Except as
otherwise provided in this Agreement, no failure by Landlord to comply with the
foregoing covenant shall give Tenant any right to cancel or terminate this
Agreement or abate, reduce or make a deduction from or offset against the Rent
or any other sum payable under this Agreement, or to fail to perform any other
obligation of Tenant hereunder.



 73
 









23.9  NO
RECORDATION. Neither Landlord nor Tenant shall record this Agreement.


23.10  NOTICES.


(a)  Any
and all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with written acknowledgment of receipt, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).


(b)  All
notices required or permitted to be sent hereunder shall be deemed to have been
given for all purposes of this Agreement upon the date of acknowledged receipt,
in the case of a notice by telecopier, and, in all other cases, upon the date
of receipt or refusal, except that whenever under this Agreement a notice is
either received on a day which is not a Business Day or is required to be
delivered on or before a specific day which is not a Business Day, the day of
receipt or required delivery shall automatically be extended to the next
Business Day.


(c)  All
such notices shall be addressed,


if to Landlord:


c/o Hospitality Properties Trust

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. John G. Murray

[Telecopier No. (617) 969-5730]


if to Tenant:


c/o TravelCenters of America LLC

24601 Center Ridge Road

Westlake, Ohio  44145

Attn:  Mr. John R. Hoadley

[Telecopier No. (617)-796-8349]


(d)  By
notice given as herein provided, the parties hereto and their respective
successors and assigns shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses
effective upon



 74
 









receipt by the other parties
of such notice and each shall have the right to specify as its address any
other address within the United States of America.


23.11  CONSTRUCTION.
Anything contained in this Agreement to the contrary notwithstanding, all
claims against, and liabilities of, Tenant or Landlord arising prior to any
date of termination or expiration of this Agreement with respect to the Leased
Property shall survive such termination or expiration. In no event shall
Landlord be liable for any consequential damages suffered by Tenant as the
result of a breach of this Agreement by Landlord. Neither this Agreement nor
any provision hereof may be changed, waived, discharged or terminated except by
an instrument in writing signed by the party to be charged. All the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Each term or provision of
this Agreement to be performed by Tenant shall be construed as an independent
covenant and condition. Time is of the essence with respect to the provisions
of this Agreement. Except as otherwise set forth in this Agreement, any
obligations of Tenant (including without limitation, any monetary, repair and
indemnification obligations) and Landlord shall survive the expiration or
sooner termination of this Agreement. Tenant hereby acknowledges that the
agreement between Landlord and Tenant to treat this Agreement as a single lease
in all respects was and is of primary importance, and a material inducement, to
Landlord to enter into this Agreement. Without limiting the generality of the
foregoing, the parties hereto acknowledge that this Agreement constitutes a
single lease of the Leased Property and is not divisible notwithstanding any
references herein to any individual Property and notwithstanding the
possibility that certain individual Properties may be deleted herefrom pursuant
to the express provisions of this Agreement.


23.12  COUNTERPARTS;
HEADINGS. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but which, when taken together, shall
constitute but one instrument and shall become effective as of the date hereof
when copies hereof, which, when taken together, bear the signatures of each of
the parties hereto shall have been signed. Headings in this Agreement are for
purposes of reference only and shall not limit or affect the meaning of the
provisions hereof.


23.13  APPLICABLE
LAW, ETC. Except as to matters regarding the internal affairs of Landlord and
issues of or limitations on



 75
 









any personal liability of
the shareholders and trustees or directors of Landlord for obligations of
Landlord, as to which the laws of the State of Maryland shall govern, this
Agreement shall be interpreted, construed, applied and enforced in accordance
with the laws of The Commonwealth of Massachusetts applicable to contracts
between residents of Massachusetts which are to be performed entirely within
Massachusetts, regardless of (i) where this Agreement is executed or delivered;
or (ii) where any payment or other performance required by this Agreement is
made or required to be made; or (iii) where any breach of any provision of this
Agreement occurs, or any cause of action otherwise accrues; or (iv) where any
action or other proceeding is instituted or pending; or (v) the nationality,
citizenship, domicile, principal place of business, or jurisdiction of
organization or domestication of any party; or (vi) whether the laws of the
forum jurisdiction otherwise would apply the laws of a jurisdiction other than
Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the
foregoing, the laws of the State shall apply to the perfection and priority of
liens upon and the disposition of any Property.


23.14  RIGHT
TO MAKE AGREEMENT. Each party warrants, with respect to itself, that neither
the execution of this Agreement, nor the consummation of any transaction
contemplated hereby, shall violate any provision of any law, or any judgment,
writ, injunction, order or decree of any court or governmental authority having
jurisdiction over it; nor result in or constitute a breach or default under any
indenture, contract, other commitment or restriction to which it is a party or
by which it is bound; nor require any consent, vote or approval which has not
been given or taken, or at the time of the transaction involved shall not have
been given or taken. Each party covenants that it has and will continue to have
throughout the term of this Agreement and any extensions thereof, the full
right to enter into this Agreement and perform its obligations hereunder.


23.15  ATTORNEYS’
FEES. If any lawsuit or arbitration or other legal proceeding arises in
connection with the interpretation or enforcement of this Agreement, the prevailing
party therein shall be entitled to receive from the other party the prevailing
party’s costs and expenses, including reasonable attorneys’ fees incurred in
connection therewith, in preparation therefor and on appeal therefrom, which
amounts shall be included in any judgment therein.



 76
 









23.16  NONLIABILITY
OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS
DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER
SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY,
AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY
SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH
ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE
PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.



 77
 









IN WITNESS
WHEREOF, the parties have executed this Agreement as a sealed instrument as of
the date above first written.


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  HPT TA
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HPT TA
  PROPERTIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  TA LEASING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
   

  	
  John R. Hoadley

  	
   

  
	
   

  	
   

  	
  Executive Vice
  President and Treasurer

  



 



 78














EXHIBITS
A-1 THROUGH A-146


LAND


[The
Exhibit to this agreement has been omitted and will be supplementally furnished
by the Securities and Exchange Commission upon request]











EXHIBIT
B


ADDRESSES
FOR RETAINED BUILDINGS


[The
Exhibit to this agreement has been omitted and will be supplementally furnished
by the Securities and Exchange Commission upon request]


 











EXHIBIT
C


LIST
OF CAPITAL ADDITIONS


[The
Exhibit to this agreement has been omitted and will be supplementally furnished
by the Securities and Exchange Commission upon request]