** **

**EXHIBIT 10.3**

LEASE AGREEMENT,

dated as of January31, 2007,

by and among

HPT TA PROPERTIESTRUST and HPT TA PROPERTIES LLC,

AS LANDLORD,

AND

TA LEASING LLC,

AS TENANT

LEASE AGREEMENT

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

WITNESSETH:

WHEREAS, Landlordholds fee simple title to, and/or the leasehold interest in, the LeasedProperty constituting Real Property (other than the Retained Buildings), andgood title to all other Leased Property (these and other capitalized terms usedand not otherwise defined herein having the meanings given such terms inARTICLE 1); and

WHEREAS, Landlordwishes to lease the Leased Property to Tenant and Tenant wishes to lease theLeased Property from Landlord, subject to and upon the terms and conditionsherein set forth;

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

ARTICLE 1

DEFINITIONS

For all purposesof this Agreement, except as otherwise expressly provided or unless the contextotherwise requires, (a) the terms defined in this Article shall have themeanings assigned to them in this Article and include the plural as well as thesingular, (b) all accounting terms not otherwise defined herein shall have themeanings assigned to them in accordance with GAAP, (c) all references in thisAgreement to designated “Articles”, “Sections” and other subdivisions are tothe designated Articles, Sections and other subdivisions of this Agreement, and(d) the words “herein”, “hereof”, “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Article, Sectionor other subdivision.

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

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

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1.3  “AFFILIATEDPERSON” shall mean, with respect to any Person, (a) in the case of any suchPerson which is a partnership, any partner in such partnership, (b) in the caseof any such Person which is a limited liability company, any member of suchcompany, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiaryof a Parent with respect to such Person or to one or more of the Personsreferred to in the preceding clauses (a) and (b), (d) any other Person who isan officer, director, trustee or employee of, or partner in or member of, suchPerson 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 orof 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 itand 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  “APPLICABLELAWS” 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 allapplicable judicial and administrative and regulatory decrees, judgments andorders, including common law rulings and determinations, relating to injury to,conservation of, or the protection of, real or personal property, TransferredTrademarks or human health or the Environment, including, without limitation,all valid and lawful requirements of courts and other Government Agenciespertaining to reporting, licensing, permitting, investigation, remediation andremoval of underground improvements (including, without limitation, treatmentor storage tanks, or water, natural gas or oil wells), or emissions,discharges, releases or threatened releases of Hazardous Substances, chemicalsubstances, pesticides, petroleum or petroleum products, pollutants,contaminants or hazardous or toxic substances, materials or wastes whethersolid, liquid or gaseous in nature, into the Environment, or relating to themanufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of Hazardous Substances, underground improvements(including, without limitation, treatment or storage tanks, or water, gas oroil 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 byvirtue of a total or partial Condemnation of any Property (after deduction ofall reasonable legal fees and other reasonable costs and expenses, including,without limitation, expert witness fees, incurred by Landlord, in connectionwith obtaining any such award).

1.8  “BASEFUEL GROSS REVENUES” shall mean, with respect to any Property, the amount ofGross 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 franchiseeunder the TA Franchise Agreement for the Base Year (as reported by suchfranchisee pursuant to the applicable TA Franchise Agreement) and not includeamounts otherwise payable to the franchisor under such TA Franchise Agreement.

1.9  “BASENON-FUEL GROSS REVENUES” shall mean, with respect to any Property, the amountof Gross Non-Fuel Revenues for such Property for the Base Year; PROVIDED,HOWEVER, that, with respect to any Property then subject to a TA FranchiseAgreement, Base Non-Fuel Gross Revenues shall be the Gross Non-Fuel Revenues ofthe franchisee under the TA Franchise Agreement for the Base Year (as reportedby such franchisee pursuant to the applicable TA Franchise Agreement) and notinclude amounts otherwise payable to the franchisor under such TA FranchiseAgreement.

1.10  “BASEYEAR” shall mean the 2011 calendar year.

1.11  “BUSINESSDAY” shall mean any day other than Saturday, Sunday, or any other day on whichbanking institutions in The Commonwealth of Massachusetts are authorized by lawor executive action to close.

1.12  “CAPITALADDITION” shall mean, with respect to any Property, any renovation, repair orimprovement to such Property, the cost of which constitutes a CapitalExpenditure.

1.13  “CAPITALEXPENDITURE” shall mean any expenditure treated as capital in nature inaccordance with GAAP.

1.14  “CAPITALREPLACEMENTS BUDGET” shall have the meaning given such term in SECTION5.1.1(b).

1.15  “CHANGEIN CONTROL” shall mean (a) the acquisition by any Person, or two or morePersons acting in concert, of beneficial ownership (within the meaning of Rule13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire9.8% or more, of the outstanding shares of voting stock or other votinginterests of Tenant or any Guarantor, as the case may be,

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or the power to directthe management and policies of Tenant or any Guarantor, directly or indirectly,(b) the merger or consolidation of Tenant or any Guarantor with or into anyother Person (other than the merger or consolidation of any Person into Tenantor any Guarantor that does not result in a Change in Control of Tenant or suchGuarantor under clauses (a), (c) or (d) of this definition), (c) any one ormore sales or conveyances to any Person of all or any material portion of itsassets (including capital stock or other equity interests) or business ofTenant or any Guarantor, as the case may be, or (d) the cessation, for anyreason, of the individuals who at the beginning of any twenty-four (24)consecutive month period (commencing on the Commencement Date) constituted theboard of directors of Tenant or any Guarantor (together with any new directorswhose election by such board or whose nomination for election by theshareholders of Tenant or such Guarantor, as the case may be, was approved by avote of a majority of the directors then still in office who were eitherdirectors at the beginning of any such period or whose election or nominationfor election was previously so approved) to constitute a majority of the boardof 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, theTreasury Regulations promulgated thereunder, each as from time to time amended.

1.18  “COMMENCEMENTDATE” shall mean the date hereof.

1.19  “CONDEMNATION”shall mean, with respect to any Property, or any portion thereof, (a) theexercise of any governmental power with respect to such Property, whether bylegal 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 condemnationare pending, or (c) a taking or voluntary conveyance of such Property, or anyinterest therein, or right accruing thereto or use thereof, as the result or insettlement of any condemnation or other eminent domain proceeding affectingsuch 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   “CONSOLIDATEDFINANCIALS” shall mean, for any Fiscal Year or other accounting period of TCA, annualaudited and quarterly unaudited financial statements of TCA prepared on aconsolidated basis, including TCA’s consolidated balance sheet and the relatedstatements of income and cash flows, all in reasonable detail, and settingforth in comparative form the corresponding figures for the correspondingperiod in the preceding Fiscal Year, and prepared in accordance with GAAPthroughout the periods reflected.

1.22  “DATEOF TAKING” shall mean, with respect to any Property, the date the Condemnor hasthe right to possession of such Property, or any portion thereof, in connectionwith a Condemnation.

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

1.24  “DISBURSEMENTRATE” 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 forten (10) year U.S. Treasury Obligations as published in THE WALL STREET JOURNALplus three hundred fifty (350) basis points.

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

1.26  “EASEMENTAGREEMENT” shall mean any conditions, covenants and restrictions, easements,declarations, licenses and other agreements which are Permitted Encumbrancesand 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 liabilitycompany or partnership, stock company or association, joint venture,association, company, trust, bank, trust company, land trust, business trust,

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real estate investmenttrust, cooperative, any government or agency, authority or politicalsubdivision thereof or any other entity.

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

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

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

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

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

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

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

1.36  “EXISTINGTHIRD PARTY TRADE NAMES AND SERVICE MARK RIGHTS” shall mean the rights as setforth in any TA Franchise Agreement in effect as of the Commencement Datelicensed to third parties in the trade names, trademarks, service marks, domainnames, logos and other brand-source indicia. including all goodwill relatedthereto which constitute a part of the Transferred Trademarks.

1.37  “FAIRMARKET VALUE” shall mean the price an unaffiliated and willing buyer would payfor the interest of Landlord in the applicable Property (or the interest ofTenant in the case of any Retained Buildings) in its existing condition as ofthe 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 whichthe Property is located.

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

1.39  “FINANCIALOFFICER’S CERTIFICATE” shall mean, as to any Person, a certificate of the chiefexecutive officer, chief financial officer or chief accounting officer (or suchofficers’ authorized designee) of such Person, duly authorized, accompanyingthe financial statements required to be delivered by such Person pursuant toSECTION 17.2, in which such officer shall certify (a) that such statements havebeen properly prepared in accordance with GAAP and are true, correct andcomplete in all material respects and fairly present the consolidated financialcondition of such Person at and as of the dates thereof and the results of itsoperations for the periods covered thereby, and (b) in the event that thecertifying party is an officer of Tenant and the certificate is being given insuch capacity, that no Event of Default has occurred and is continuinghereunder.

1.40  “FISCALYEAR” shall mean the calendar year or such other annual period designated byTenant and approved by Landlord.

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

1.42  “FUELSALES 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 ExcessFuel Gross Revenues for the prior Lease Year multiplied by (y) the greater ofone, or a fraction, the numerator of which is the Index for January of the thencurrent Lease Year and the denominator of which is the Index for January of thepreceding Lease Year.

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

1.44  “GOVERNMENTAGENCIES” shall mean any court, agency, authority, board (including, withoutlimitation, environmental

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protection, planning andzoning), bureau, commission, department, office or instrumentality of anynature whatsoever of any governmental or quasi-governmental unit of the UnitedStates or any State or any county or any political subdivision of any of theforegoing, whether now or hereafter in existence, having jurisdiction overTenant or any Property, or any portion thereof, or any Travel Center operatedthereon.

1.45  “GROSSFUEL REVENUES” shall mean, with respect to any Property, for each Fiscal Yearduring the Term, all revenues and receipts (determined on an accrual basis andin all material respects in accordance with GAAP) of every kind derived fromthe provision, sale or trade of motor fuel and gasoline at such Property;PROVIDED, HOWEVER, that Gross Fuel Revenues shall not include the following: allowancesaccording to GAAP for uncollectible accounts, including credit card accountsand other administrative discounts; federal, state or municipal excise, sales,use, occupancy or similar taxes included as part of the sales price of anygoods or services; insurance proceeds (other than proceeds from businessinterruption or other loss of income insurance); and any amounts included inGross Non-Fuel Revenues; FURTHER, PROVIDED, that, with respect to any Propertysubject to a TA Franchise Agreement, Gross Fuel Revenues shall be the GrossFuel Revenues of the franchisee under the TA Franchise Agreement (as reportedby such franchisee pursuant to the applicable TA Franchise Agreement to theextent compliant with Section 856(d)(2) of the Code) and not include amountsotherwise payable to the franchisor under such TA Franchise Agreement.

1.46  “GROSSNON-FUEL REVENUES” shall mean, with respect to any Property, for each FiscalYear during the Term, all revenues and receipts (determined on an accrual basisand in all material respects in accordance with GAAP) of every kind derivedfrom renting, using and/or operating such Property and parts thereof,including, but not limited to: all rents and revenues received or receivablefor 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 partiesrelating 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 cardaccounts and other administrative discounts; federal, state or municipalexcise, sales, use, occupancy or similar taxes included as part of the salesprice of any goods or services; insurance proceeds (other than proceeds frombusiness interruption or other loss of income

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

1.47  “GROUNDLEASES” shall mean, collectively, any and all ground leases in effect withrespect to any portion of the Real Property.

1.48  “GUARANTOR”shall mean, collectively, TCA, Subtenant, TravelCenters of America HoldingCompany LLC, and each and every other guarantor of Tenant’s obligations underthis Agreement, and each such guarantor’s successors and assigns, jointly andseverally.

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

1.50  “HAZARDOUSSUBSTANCES” shall mean any substance:

(a)  thepresence of which requires or may hereafter require notification, investigationor remediation under any Applicable Law; or

(b)  whichis or becomes defined as a “hazardous waste”, “hazardous material” or “hazardoussubstance” or “pollutant” or “contaminant” under any Applicable Law including,without limitation, the Comprehensive Environmental Response, Compensation andLiability Act (42 U.S.C. Section 9601 ET SEQ.) and the Resource Conservationand Recovery Act (42 U.S.C. Section 6901 ET SEQ.) and the regulationspromulgated thereunder; or

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

(d)  thepresence of which on any Property, or any portion thereof, causes or materiallythreatens to cause an unlawful nuisance upon such Property, or any portionthereof, or to adjacent properties or poses or materially threatens to pose ahazard to such Property, or any portion thereof, or to the health or safety ofpersons; or

(e)  withoutlimitation, which contains gasoline, diesel fuel or other petroleumhydrocarbons or volatile organic compounds; or

(f)  withoutlimitation, which contains polychlorinated biphenyls (PCBs) or asbestos or ureaformaldehyde foam insulation; or

(g)  withoutlimitation, which contains or emits radioactive particles, waves or material.

1.51  “IMMEDIATEFAMILY” 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 taxesimposed under the laws of any State, as such laws may be amended from time totime, and all ad valorem, sales and use, occupancy, or similar taxes as thesame relate to or are imposed upon Landlord, Tenant or the business conductedupon the Leased Property), assessments (including, without limitation, allassessments for public improvements or benefit, whether or not commenced orcompleted 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 governmentalcharges, in each case whether general or special, ordinary or extraordinary,foreseen or unforeseen, of every character in respect of the Leased Property orthe business conducted upon the Leased Property by Tenant (including allinterest and penalties thereon due to any failure in payment

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by Tenant), which at anytime prior to, during or in respect of the Term hereof may be assessed orimposed on or in respect of or be a lien upon (a) Landlord’s interest in theLeased Property, (b) the Leased Property or any part thereof or any renttherefrom or any estate, right, title or interest therein, or (c) anyoccupancy, operation, use or possession of, or sales from, or activityconducted on, or in connection with the Leased Property or the leasing or useof the Leased Property or any part thereof by Tenant; PROVIDED, HOWEVER, thatnothing contained herein shall be construed to require Tenant to pay and theterm “Impositions” shall not include (i) any tax based on net income imposed onLandlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (butexcluding any mortgage or similar tax payable in connection with a PropertyMortgage) or other tax imposed with respect to the sale, exchange or otherdisposition by Landlord of the Leased Property or the proceeds thereof, (iv)any single business, gross receipts tax, transaction privilege, rent or similartaxes as the same relate to or are imposed upon Landlord, (v) any interest orpenalties imposed on Landlord as a result of the failure of Landlord to fileany return or report timely and in the form prescribed by law or to pay any taxor imposition, except to the extent such failure is a result of a breach byTenant of its obligations pursuant to SECTION 3.1.3, (vi) any impositionsimposed on Landlord that are a result of Landlord not being considered a “UnitedStates person” as defined in Section 7701(a)(30) of the Code, (vii) anyimpositions that are enacted or adopted by their express terms as a substitutefor any tax that would not have been payable by Tenant pursuant to the terms ofthis Agreement or (viii) any impositions imposed as a result of a breach ofcovenant or representation by Landlord in any agreement governing Landlord’sconduct or operation or as a result of the negligence or willful misconduct ofLandlord.

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 ofcredit and bankers’ acceptances issued or created for the account of Tenantand, without duplication, all unreimbursed drafts drawn thereunder, (iii) allobligations to pay the deferred purchase price of property or services,excluding trade payables incurred in the ordinary course of business, butincluding all indebtedness created or arising under any conditional sale orother title retention agreement with respect to property acquired by Tenant,(iv) all leases required, in accordance with GAAP, to be recorded as capitalleases on Tenant’s balance sheet, (v) the principal balance outstanding andowing by Tenant

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under any syntheticlease, tax retention operating lease or similar off-balance sheet financingproduct, and (vi) all guaranties of or other liabilities with respect to thedebt of another Person.

1.54  “INDEX”shall mean the Consumer Price Index for Urban Wage Earners and ClericalWorkers, U.S., All Items, 1982-1984=100. The Index is presently published bythe Bureau of Labor Statistics of the United States Department of Labor. Ifpublication of the Index ceases, computations with respect to which the Indexis to be applied shall be computed on the basis of whatever index published bythe 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 theIndex shall be converted to the amount(s) that would have resulted had themanner of calculating the Index in effect at the Commencement Date.

1.55  “INSURANCEREQUIREMENTS” shall mean all terms of any insurance policy required by thisAgreement 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 FireUnderwriters (or any other body exercising similar functions) binding uponLandlord, Tenant, any Manager or the Leased Property.

1.56  “INTERESTRATE” 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 andshall also include their respective permitted successors and assigns.

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

1.60  “LANDLORDLIENS” shall mean liens on or against the Leased Property or any payment ofRent (a) which result from any act of, or any claim against, Landlord or anyowner of a direct or indirect interest in the Leased Property (other than thelessor under any ground lease affecting any portion of the Leased Property), orwhich 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 anytax owed by Landlord or any fee owner of a direct or indirect interest in

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

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

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

1.63  “LEASEDINTANGIBLE PROPERTY” shall mean all agreements, service contracts, equipmentleases and other arrangements or agreements affecting the ownership, repair,maintenance, management, leasing or operation of the Leased Property, or anyportion thereof, to which Landlord is a party; all books, records and files relatingto the leasing, maintenance, management or operation of the Leased Property, orany portion thereof, belonging to Landlord; all transferable or assignablepermits, certificates of occupancy, operating permits, sign permits,development rights and approvals, certificates, licenses, warranties andguarantees, rights to deposits and telephone exchange numbers identified withthe Leased Property; and all other transferable intangible property,miscellaneous rights, benefits and privileges of any kind or characterbelonging to Landlord with respect to the Leased Property.

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

1.65  “LEGALREQUIREMENTS” shall mean all federal, state, county, municipal and othergovernmental 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 enactedor in existence, including, without limitation, (a) all permits, licenses,authorizations and regulations necessary to operate any Property for itsPermitted Use, and (b) all covenants, agreements, restrictions and encumbrancescontained in any instruments at any time in force affecting any Property,including those which may (i) require material repairs, modifications oralterations in or to any Property or (ii) in any way materially and adverselyaffect the

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use and enjoymentthereof, but excluding any requirements arising as a result of Landlord’sstatus as a real estate investment trust.

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

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

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

1.69  “MINIMUMRENT” shall mean (a) with respect to the period commencing on the CommencementDate and expiring on the day preceding the first anniversary of theCommencement Date, $153,500,000 per annum; (b) with respect to the periodcommencing on the first anniversary of the Commencement Date and expiring onthe day preceding the second anniversary of the Commencement Date, $157,000,000per annum; (c) with respect to the period commencing on the second anniversaryof the Commencement Date and expiring on the day preceding the thirdanniversary of the Commencement Date, $161,000,000 per annum; (d) with respectto the period commencing on the third anniversary of the Commencement Date andexpiring 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 fourthanniversary of the Commencement Date and expiring on the day preceding thefifth anniversary of the Commencement Date, $170,000,000 per annum; and (f)with respect to the period commencing on the fifth anniversary of theCommencement Date and thereafter, $175,000,000 per annum; subject, in eachcase, to adjustment as provided in SECTION 3.1.1(b).

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

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

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

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

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

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

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

1.77 “PERMITTEDUSE” shall mean, with respect to any Property, any use of such Propertypermitted 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 contextso admits.

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

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

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

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

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

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

1.85  “SARA”shall mean the Superfund Amendments and Reauthorization Act of 1986, as thesame has been and may be amended, restated, modified or supplemented from timeto 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 districtin which such Property is located.

1.88  “SUBORDINATEDCREDITOR” shall mean any creditor of Tenant which is a party to a SubordinationAgreement in favor of Landlord.

1.89  “SUBORDINATIONAGREEMENT” shall mean any agreement (and any amendments thereto) executed by aSubordinated Creditor pursuant to which the payment and performance of Tenant’sobligations to such Subordinated Creditor are subordinated to the payment andperformance 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 Personowns directly, or indirectly through one or more Subsidiaries, twenty percent(20%) or more of the voting or beneficial interest or (b) which such Personotherwise has the right or power to control (whether by contract, throughownership of securities or otherwise).

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

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

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

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

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

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

1.97  “TAFRANCHISE AGREEMENT” shall mean a franchise agreement and, if applicable, anynetwork lease agreement associated with such franchise agreement, between TCA,or one of its Affiliated Persons, as franchisor, and a Person who is not anAffiliated Person of TCA, as franchisee, for the operation of a Travel Centeror 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 andshall also include its permitted successors and assigns.

1.100  “TENANT’SPERSONAL PROPERTY” shall mean all motor vehicles and consumable inventory andsupplies, furniture, furnishings, equipment, movable walls and partitions,equipment and machinery and all other tangible personal property of Tenantacquired by Tenant before, on or after the Commencement Date and located at theLeased Property or used in Tenant’s business at the Leased Property and allmodifications, replacements, alterations and additions to such personalproperty installed at the expense of Tenant, other than any items includedwithin the definition of Fixtures which are not located at the RetainedBuildings.

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

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1.102   “TRANSFERREDTRADEMARKS” shall mean all trade names, trademarks, service marks, domainnames, logos and other brand-source indicia, including all goodwill relatedthereto, owned by or licensed to Landlord and used in connection with anyTravel Center or any other hospitality, fuel and service facility includingwithout limitation trade names, trademarks, service marks, domain names, logosand 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 RealProperty; and all other licensable intellectual property of any kind orcharacter belonging to Landlord with respect to the Leased Property.

1.103  “TRAVELCENTER” shall mean, with respect to any Property, collectively, thehospitality, fuel and service facilities located at such Property, including,hotel, food and beverage services facilities, fuel pumps, facilities for thestorage and distribution of petroleum products, retail shops and otherfacilities and services being operated or proposed to be operated on suchProperty.

1.104  “UNSUITABLEFOR ITS PERMITTED USE” shall mean, with respect to any Travel Center, a stateor condition such that following any damage, destruction or Condemnation, suchTravel Center cannot be operated on a commercially practicable basis for itsPermitted Use and it cannot reasonably be expected to be restored tosubstantially 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 orCondemnation or such longer period of time as to which business interruptioninsurance or Award proceeds is available to cover Rent and other costs relatedto the applicable Property following such damage, destruction or Condemnation.

1.105  “WILLINGTONRENT” 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 PROPERTYAND TERM

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

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

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

(b)  allbuildings, structures and other improvements of every kind including, but notlimited to, underground storage tanks, alleyways and connecting tunnels,sidewalks, utility pipes, conduits and lines (on-site and off-site), parkingareas and roadways appurtenant to such buildings and structures presentlysituated upon the Land (collectively, the “LEASED IMPROVEMENTS”);

(c)  alleasements, rights and appurtenances relating to the Land and the LeasedImprovements;

(d)  allequipment, machinery, and fixtures integral to the operation of the LeasedImprovements and other items of property, now or hereafter permanently affixedor integral to or incorporated into the Leased Improvements, including, withoutlimitation, all furnaces, boilers, heaters, electrical equipment, heating,plumbing, lighting, ventilating, refrigerating, incineration, air and waterpollution control, waste disposal, air-cooling and air-conditioning systems andapparatus, sprinkler systems and fire and theft protection equipment, all ofwhich, to the maximum extent permitted by law, are hereby deemed by the partieshereto to constitute real estate, together with all replacements,modifications, alterations and additions thereto, but specifically excludingall items included within the category of Tenant’s Personal Property(collectively, the “FIXTURES”);

(e)  allof the Leased Intangible Property;

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

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

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

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

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

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Mark Rights shall applythroughout such additional period as if it were part of the Term; Tenant herebyrepresenting that such extension for the period beyond what would have been theTerm 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 theaggregate.

ARTICLE 3

RENT

3.1  RENT.  Tenantshall pay, in lawful money of the United States of America which shall be legaltender 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 theparty to whom such Additional Charges are payable, during the Term. Allpayments to Landlord shall be made by wire transfer of immediately availablefederal 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 inequal monthly installments in arrears on the first Business Day of eachcalendar month during the Term.

(b)  ADJUSTMENTS OF MINIMUM RENT FOLLOWINGDISBURSEMENTS UNDER SECTIONS 5.1.2(B), 10.2.3 AND 11.2. Effective on the dateof 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, theannual Minimum Rent shall be increased by a PER ANNUM amount equal to theDisbursement Rate times the amount so disbursed.

3.1.2  ADDITIONAL RENT.

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

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

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

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

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

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

(d)  CONFIRMATION OF ADDITIONAL RENT. Tenantshall utilize, or cause to be utilized, an accounting system for the LeasedProperty in accordance with its usual and customary practices and in allmaterial respects in accordance with GAAP, which will accurately record allGross 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 allGross 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, byits accountants or representatives, to audit the information set forth in theOfficer’s Certificate referred to in subparagraph (c) above and, in connectionwith any such audit, to examine Tenant’s books and records with respect thereto(including supporting data and sales and excise tax returns). Landlord shallbegin such audit as soon as reasonably possible following its receipt of theapplicable Officer’s Certificate and shall complete such audit as soon asreasonably possible thereafter. All such audits shall be performed at thelocation where such books and records are customarily kept and in such a mannerso as to minimize any interference with Tenant’s business operations. If anysuch audit discloses a deficiency in the payment of Additional Rent and, eitherTenant agrees with the result of such audit or the matter is otherwisedetermined, Tenant shall forthwith pay to Landlord the amount of thedeficiency, as finally agreed or determined, together with interest at theInterest Rate, from the date such payment should have been made to the date ofpayment thereof. If any such audit discloses that Tenant paid more AdditionalRent for any Lease Year than was due hereunder, and either Landlord agrees withthe 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 amountequal to the amount of such overpayment against

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Additional Rent next coming due in the amount of such difference, asfinally agreed or determined, together with interest at the Interest Rate,which interest shall accrue from the time of payment by Tenant until the datesuch 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 theunapplied balance of such credit to Tenant, together with interest at theInterest Rate, which interest shall accrue from the date of payment by Tenantuntil the date of payment from Landlord. Any dispute concerning the correctnessof an audit shall be settled by arbitration pursuant to the provisions ofARTICLE 22.

Any proprietary information obtained by Landlord withrespect to Tenant pursuant to the provisions of this Agreement shall be treatedas confidential, except that such information may be disclosed or used, subjectto appropriate confidentiality safeguards, pursuant to court order or in anylitigation between the parties and except further that Landlord may disclosesuch information to its prospective lenders, provided that Landlord shalldirect such lenders to maintain such information as confidential. Theobligations of Tenant and Landlord contained in this SECTION 3.1.2 shallsurvive the expiration or earlier termination of this Agreement.

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

(a)  IMPOSITIONS. Subject to ARTICLE 8relating to permitted contests, Tenant shall pay, or cause to be paid, allImpositions before any fine, penalty, interest or cost (other than anyopportunity cost as a result of a failure to take advantage of any discount forearly payment) may be added for non-payment, such payments to be made directlyto the taxing authorities where feasible, and shall promptly, upon request,furnish to Landlord copies of official receipts or other reasonablysatisfactory proof evidencing such payments. If any such Imposition may, at theoption of the taxpayer, lawfully be paid in installments (whether or notinterest shall accrue on the unpaid balance of such

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Imposition), Tenant may exercise the option to pay the same (and anyaccrued 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 asthe same become due and before any fine, penalty, premium, further interest orcost may be added thereto. Landlord, at its expense, shall, to the extentrequired or permitted by Applicable Law, prepare and file, or cause to beprepared and filed, all tax returns and pay all taxes due in respect ofLandlord’s net income, gross receipts, sales and use, single business,transaction privilege, rent, ad valorem, franchise taxes and taxes on itscapital stock or other equity interests, and Tenant, at its expense, shall, tothe extent required or permitted by Applicable Laws and regulations, prepareand file all other tax returns and reports in respect of any Imposition as maybe required by Government Agencies. If any refund shall be due from any taxingauthority in respect of any Imposition paid by or on behalf of Tenant, the sameshall be paid over to or retained by Tenant. Landlord and Tenant shall, uponrequest of the other, provide such data as is maintained by the party to whomthe request is made with respect to the Leased Property as may be necessary toprepare any required returns and reports. In the event Government Agenciesclassify any property covered by this Agreement as personal property, Tenantshall file, or cause to be filed, all personal property tax returns in such jurisdictionswhere it may legally so file. Each party shall, to the extent it possesses thesame, provide the other, upon request, with cost and depreciation recordsnecessary for filing returns for any property so classified as personalproperty. Where Landlord is legally required to file personal property taxreturns for property covered by this Agreement, Landlord shall provide Tenantwith copies of assessment notices in sufficient time for Tenant to file aprotest. 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 madewithout interest or penalty, subject to the provisions of ARTICLE 8.

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

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

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

(d)  OTHER CHARGES. Tenant shall pay orcause to be paid all other amounts, liabilities and obligations, including,without limitation, all amounts payable under any equipment leases and allagreements 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 otherAdditional Charges attributable to periods after the end of the Term, whetherupon expiration or sooner termination of this Agreement, Tenant may, within areasonable time after the end of the Term, provide Notice to Landlord of itsestimate of such amounts. Landlord shall promptly reimburse Tenant for allpayments of such taxes and other similar Additional Charges that areattributable to any period after the Term of this Agreement.

3.2  LATEPAYMENT OF RENT, ETC. If any installment of Minimum Rent, Additional Rent orAdditional Charges (but only as to those Additional Charges which are payabledirectly to Landlord) shall not be paid within ten (10) days after its duedate, Tenant shall pay Landlord, on demand, as Additional Charges, a latecharge (to the extent permitted by law) computed at the Overdue Rate on theamount of such installment, from the due date of such installment to the dateof payment thereof. To the extent that Tenant pays any Additional Chargesdirectly to Landlord or any Property Mortgagee pursuant to any requirement ofthis Agreement, Tenant shall be relieved of its obligation to pay suchAdditional Charges to the Entity to which they would otherwise be due. If anypayments due from Landlord to Tenant shall not be paid within ten (10) daysafter its due date, Landlord shall pay to Tenant, on demand, a late charge (tothe extent permitted by law) computed at the Overdue Rate on the amount of suchinstallment from the due date of such installment to the date of paymentthereof.

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In the event ofany failure by Tenant to pay any Additional Charges when due, Tenant shallpromptly 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 andremedies provided either in this Agreement or by statute or otherwise in thecase of non-payment of the Additional Charges as in the case of non-payment ofthe Minimum Rent and Additional Rent.

3.3  NETLEASE, ETC. The Rent shall be absolutely net to Landlord so that this Agreementshall yield to Landlord the full amount of the installments or amounts of theRent throughout the Term, subject to any other provisions of this Agreementwhich expressly provide otherwise, including those provisions for adjustment orabatement of such Rent. Landlord and Tenant acknowledge and agree that none ofthe Rent provided for under this Agreement is allocable to any personalproperty included in the Leased Property.

3.4  NOTERMINATION, ABATEMENT, ETC. Except as otherwise specifically provided in thisAgreement, 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 nottake any action without the consent of the other to modify, surrender orterminate this Agreement. In addition, except as otherwise expressly providedin 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, norshall the respective obligations of Landlord and Tenant be otherwise affectedby reason of (a) any damage to or destruction of the Leased Property, or anyportion thereof, from whatever cause or any Condemnation; (b) the lawful orunlawful prohibition of, or restriction upon, Tenant’s use of the LeasedProperty, or any portion thereof, or the interference with such use by anyPerson or by reason of eviction by paramount title; (c) any claim which Tenantmay have against Landlord by reason of any default (other than a monetarydefault) or breach of any warranty by Landlord under this Agreement or anyother agreement between Landlord and Tenant, or to which Landlord and Tenantare parties; (d) any bankruptcy, insolvency, reorganization, composition,readjustment, liquidation, dissolution, winding up or other proceedingsaffecting Landlord or any assignee or transferee of Landlord; or (e) for anyother cause whether similar or dissimilar to any of the foregoing (other than amonetary default by Landlord). Except as otherwise specifically provided inthis Agreement, Tenant hereby waives all rights arising from

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and occurrencewhatsoever, which may now or hereafter be conferred upon it by law (a) tomodify, surrender or terminate this Agreement or quit or surrender the LeasedProperty, or any portion thereof, or (b) which would entitle Tenant to anyabatement, reduction, suspension or deferment of the Rent or other sums payableor other obligations to be performed by Tenant hereunder. The obligations ofTenant hereunder shall be separate and independent covenants and agreements,and the Rent and all other sums payable by Tenant hereunder shall continue tobe payable in all events unless the obligations to pay the same shall beterminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASEDPROPERTY

4.1  PERMITTEDUSE.

4.1.1  PERMITTEDUSE.

(a)  Tenantshall, at all times during the Term, and at any other time that Tenant shall bein possession of any Property, continuously use and operate, or cause to beused and operated, such Property as a Travel Center, as currently operated, andany uses incidental thereto. Tenant shall operate the Travel Centers under thename Travel Centers of America or Goasis, or such other name as TCA shall usefor all or substantially all of the travel center locations operated by it andits Affiliated Persons as of the Commencement Date. Tenant shall not use (andshall not permit any Person to use) any Property, or any portion thereof, forany other use without the prior written consent of Landlord, which approvalshall not be unreasonably withheld, delayed or conditioned. No use shall bemade or permitted to be made of any Property and no acts shall be done thereonwhich will cause the cancellation of any insurance policy covering such Propertyor any part thereof (unless another adequate policy is available) or whichwould constitute a default under any ground lease affecting such Property, norshall Tenant sell or otherwise provide, or permit to be kept, used or sold inor about any Property any article which may be prohibited by law or by thestandard form of fire insurance policies, or any other insurance policiesrequired to be carried hereunder, or fire underwriter’s regulations. Tenantshall, at its sole cost (except as expressly provided in

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

(b)  Inthe event that, in the reasonable determination of Tenant, it shall no longerbe economically practical to operate any Property as currently operated, Tenantshall give Landlord Notice thereof, which Notice shall set forth in reasonabledetail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate ingood faith to agree on an alternative use for such Property, appropriateadjustments to the Additional Rent and other related matters; PROVIDED,HOWEVER, in no event shall the Minimum Rent be reduced or abated as a resultthereof. If Landlord and Tenant fail to agree on an alternative use for suchProperty within sixty (60) days after commencing negotiations as aforesaid, Tenantmay market such Property for sale to a third party. If Tenant receives a bonafide offer (an “OFFER”) to purchase such Property from a Person having thefinancial capacity to implement the terms of such Offer, Tenant shall giveLandlord Notice thereof, which Notice shall include a copy of the Offerexecuted by such third party. In the event that Landlord shall fail to acceptor reject such Offer within thirty (30) days after receipt of such Notice, suchOffer shall be deemed to be rejected by Landlord. If Landlord shall sell theProperty pursuant to such Offer, then, effective as of the date of such sale,this Agreement shall terminate with respect to such Property, and the MinimumRent shall be reduced by an amount equal to, at Landlord’s option, (x) eightand 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 CommencementDate, such Fair Market Value Rent to be determined by agreement of the partiesor, absent agreement, by an appraiser designated by Landlord. If Landlord shallreject (or be deemed to have rejected) such Offer, then, effective as of theproposed date of such sale, this Agreement shall terminate with respect to suchProperty, and the Minimum Rent shall be reduced by an amount equal to, atLandlord’s option, (x) eight and one half percent (8.5%) of the projected netproceeds determined by reference to such Offer (and, at Landlord’s request,Tenant shall cause TCA (or its Affiliated Persons) to enter into a franchiseagreement on

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market terms withLandlord or Landlord’s designee providing for the operation of such Property byLandlord or such designee as a Travel Center under the TCA brand) or (y) theFair 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 theforegoing, Tenant shall not have the right to invoke the provisions of this SECTION4.1.1(b) with respect to more than 15 Properties during the Term.

4.1.2  NECESSARYAPPROVALS. Tenant shall proceed with all due diligence and exercise reasonableefforts to obtain and maintain, or cause to be obtained and maintained, allapprovals necessary to use and operate, for its Permitted Use, each Propertyand the Travel Center located thereon under applicable law.

4.1.3  LAWFULUSE, ETC. Tenant shall not, and shall not permit any Person to, use or sufferor permit the use of any Property or Tenant’s Personal Property, if any, forany 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 TravelCenter, nor shall Tenant cause or permit any unlawful nuisance thereon ortherein. Tenant shall not, and shall not permit any Person to, suffer norpermit 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 toany portion thereof, or (ii) may reasonably allow a claim or claims for adverseusage or adverse possession by the public, as such, or of implied dedication ofsuch Property, or any portion thereof.

4.2  COMPLIANCEWITH LEGAL/INSURANCE REQUIREMENTS, ETC. Subject to the provisions of SECTION5.1.2(b) and ARTICLE 8, Tenant, at its sole expense, shall (i) comply with (orcause to be complied with) all material Legal Requirements and InsuranceRequirements in respect of the use, operation, maintenance, repair, alterationand restoration of any Property and with the terms and conditions of any groundlease affecting any Property, (ii) perform (or cause to be performed) in atimely fashion all of Landlord’s obligations under any ground lease affectingany Property except as provided in Section 4.4 and (iii) procure, maintainand comply with (or cause to be procured, maintained and complied with) allmaterial licenses, permits and other authorizations and agreements required forany use of any Property and Tenant’s Personal Property, if any, then beingmade, and for the proper erection,

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

4.3  ENVIRONMENTALMATTERS.

4.3.1  RESTRICTIONON USE, ETC. During the Term and any other time that Tenant shall be inpossession of any Property, Tenant shall not, and shall not permit any Personto, store on, release or spill upon, dispose of or transfer to or from suchProperty any Hazardous Substance, except in compliance with all ApplicableLaws. During the Term and any other time that Tenant shall be in possession ofany Property, Tenant shall maintain (or shall cause to be maintained) suchProperty at all times free of any Hazardous Substance (except in compliancewith all Applicable Laws). Tenant shall promptly (and shall direct any Managerto promptly): (a) upon receipt of notice or knowledge, notify Landlord inwriting of any material change in the nature or extent of Hazardous Substancesat any Property, (b) transmit to Landlord a copy of any report which isrequired to be filed by Tenant or any Manager with respect to any Propertypursuant to SARA Title III or any other Applicable Law, (c) transmit toLandlord copies of any citations, orders, notices or other governmentalcommunications received by Tenant or any Manager or their respective agents orrepresentatives with respect to Hazardous Substances or violations or allegedviolations of Applicable Law (each an “ENVIRONMENTAL NOTICE”), whichEnvironmental Notice requires a written response or any action to be takenand/or if such Environmental Notice gives notice of and/or presents a materialrisk of any material violation of any Applicable Law and/or presents a materialrisk of any material cost, expense, loss or damage (an “ENVIRONMENTALOBLIGATION”), (d) observe and comply with (or cause to be observed and compliedwith) all Applicable Laws relating to the use, storage, maintenance anddisposal of Hazardous Substances and all orders or directives from anyofficial, court or agency of competent jurisdiction relating to the use,storage or maintenance, or requiring the removal, treatment, containment orother disposition of Hazardous Substances, and (e) pay or otherwise dispose (orcause to be paid or otherwise disposed) of any fine, charge or Imposition relatedto Hazardous Substances or violations of Applicable Law for which Tenant or anyPerson 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 byappropriate proceedings and the right to use and the value of any of the LeasedProperty is not materially and adversely affected thereby.

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If, at any timeprior to the termination of this Agreement, Hazardous Substances (other thanthose maintained in accordance with Applicable Laws) are discovered on anyProperty, subject to Tenant’s right to contest the same in accordance withARTICLE 8, Tenant shall take (and shall cause to be taken) all actions andincur any and all expenses, as are required by any Government Agency and byApplicable Law, (i) to clean up and remove from and about such Property allHazardous Substances thereon, (ii) to contain and prevent any furtherdischarge, release or threat of discharge or release of Hazardous Substances onor about such Property and (iii) to use good faith efforts to eliminate anyfurther discharge, release or threat of discharge or release of HazardousSubstances on or about such Property.

4.3.2  ENVIRONMENTALREPORT. Tenant shall, at its sole cost and expense, provide Landlord with anEnvironmental Report (as hereinafter defined), prepared by an environmentalconsultant reasonably acceptable to Landlord and dated within sixty (60) daysof the expiration or sooner termination of this Agreement concluding, subjectto customary limitations and standards, that Tenant shall have complied withall of its obligations under SECTION 4.3 of this Agreement to date and that theLeased Property does not contain any Hazardous Substances, other than incompliance with Applicable Laws, and which, at Landlord’s request, Tenant shallremove from the Leased Property on or before the expiration or soonertermination hereof. An “Environmental Report” shall be a so-called “Phase I”report or such other level of investigation which shall be the standard ofdiligence in the purchase or lease of similar property at the time, togetherwith any additional investigation and report which would be needed to make theconclusions required above or which would customarily follow any discoverycontained in any initial report(s), and for which the investigation and testingon which the conclusions shall have been based shall have been performed notearlier 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 soonertermination of this Agreement.

4.4  GROUNDLEASES. Tenant shall pay and perform all of Landlord’s obligations as tenantunder the Ground Leases except that (a) Landlord shall pay the basic andminimum rent and percentage rent due under the Willington Travel Center groundlease (and Tenant shall reasonably cooperate with Landlord in providing timelyinformation and computations for purposes of computing such rent under suchground 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 thatif such debt service or any component thereof is ever determined on the basisof a formula not compliant with Section 856(d)(2) of the Code, then theparties shall renegotiate a compliant substitute for the amounts describedunder this clause (i)), plus (ii) the “Fixed Component” which initiallyshall be $82,270.83 per month and which shall increase annually on eachOctober 1 to be the product of the Fixed Component for the month prior tothe 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 FixedComponent shall remain unchanged. If Landlord has the right, under theprovisions of any of the Ground Leases, to elect to renew or extend the term ofsuch Ground Leases or to purchase the ground leased property, Tenant shall sonotify Landlord at least one hundred eighty (180) days

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(but no more than one (1)year) prior to the expiration of the period within which Landlord is obligatedto 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 containall of the relevant facts about the impending election to renew, extend orpurchase, including, as applicable, the length of the period of renewal, therental rate and/or the purchase price. In the event of the expiration ortermination of any Ground Lease, this Agreement shall terminate with respect tosuch 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 thelessor under any Ground Lease.

ARTICLE 5

MAINTENANCE ANDREPAIRS

5.1  MAINTENANCEAND REPAIR.

5.1.1  TENANT’SGENERAL OBLIGATIONS.

(a) Tenant shall keep (or cause to be kept), at Tenant’ssole cost and expense, the Leased Property and all private roadways, sidewalksand curbs appurtenant thereto (and Tenant’s Personal Property) in good orderand repair, reasonable wear and tear excepted (whether or not the need for suchrepairs occurs as a result of Tenant’s or any Manager’s use, any prior use, theelements or the age of the Leased Property or Tenant’s Personal Property or anyportion thereof), and shall promptly make or cause to be made all necessary andappropriate repairs and replacements thereto of every kind and nature, whetherinterior or exterior, structural or nonstructural, ordinary or extraordinary,foreseen or unforeseen or arising by reason of a condition existing prior tothe commencement of the Term (concealed or otherwise). All repairs shall bemade in a good, workmanlike manner, consistent with industry standards forcomparable Travel Centers in like locales, in accordance with all applicablefederal, state and local statutes, ordinances, codes, rules and regulationsrelating to any such work. Tenant shall not take or omit to take (or permit anyPerson to take or omit to take) any action, the taking or omission of whichwould materially and adversely impair the value or the usefulness of the LeasedProperty or any material part thereof for its Permitted Use. Tenant’s use,occupancy and maintenance of the Leased Property shall comply with allpublished requirements

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

(b)  Tenant shall prepare and submit toLandlord for Landlord’s approval, on or before December 1 of each Lease Yearduring 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 thefollowing Lease Year for Capital Additions. Each Capital Replacements Budgetshall be supplemented by such information as Landlord shall reasonably requestfrom time to time.

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

5.1.2  LANDLORD’S OBLIGATIONS.

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

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

(b)  If, pursuant to the terms of thisAgreement, Tenant is required to make any Capital Expenditures, including,without limitation, the Capital Expenditures identified in any CapitalReplacements Budget, Tenant may, at its election, advance such funds or giveLandlord Notice thereof, which Notice shall set forth, in reasonable detail,the nature of the required Capital Expenditure, the estimated cost thereof andsuch other information with respect thereto as Landlord may reasonably require.Provided that no Event of Default shall have occurred and be continuing andTenant shall otherwise comply with the applicable provisions of ARTICLE 6,Landlord shall, within ten (10) Business Days after such Notice, subject to andin accordance with the applicable provisions of ARTICLE 6, disburse suchrequired funds to Tenant (or, if Tenant shall so elect, directly to the Manageror 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 requiredfunds to Tenant; provided, however, that if Landlord shall elect not todisburse such required funds as aforesaid, Tenant’s obligation to make suchrequired Capital Expenditure shall be deemed waived by Landlord, and,notwithstanding anything contained in this Agreement to the contrary, Tenantshall have no obligation to make such Capital Expenditure.

5.1.3  NONRESPONSIBILITYOF LANDLORD, ETC. All materialmen, contractors, artisans, mechanics andlaborers and other persons contracting with Tenant with respect to the LeasedProperty, or any part thereof, are hereby charged with notice

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that liens on the LeasedProperty or on Landlord’s interest therein are expressly prohibited and thatthey must look solely to Tenant to secure payment for any work done or materialfurnished to Tenant or any Manager or for any other purpose during the term ofthis Agreement.

Nothing containedin this Agreement shall be deemed or construed in any way as constituting theconsent or request of Landlord, express or implied, by inference or otherwise,to any contractor, subcontractor, laborer or materialmen for the performance ofany labor or the furnishing of any materials for any alteration, addition,improvement or repair to the Leased Property or any part thereof or as givingTenant any right, power or authority to contract for or permit the rendering ofany services or the furnishing of any materials that would give rise to thefiling of any lien against the Leased Property or any part thereof nor tosubject Landlord’s estate in the Leased Property or any part thereof toliability under any mechanic’s lien law of any State in any way, it beingexpressly understood Landlord’s estate shall not be subject to any suchliability.

5.2  TENANT’SPERSONAL PROPERTY. Tenant shall provide and maintain (or cause to be providedand maintained) throughout the Term all such Tenant’s Personal Property asshall be necessary in order to operate in compliance with applicable materialLegal Requirements and Insurance Requirements and otherwise in accordance withcustomary practice in the industry for the Permitted Use. If, from and afterthe Commencement Date, Tenant acquires an interest in any item of tangiblepersonal property (other than motor vehicles) on, or in connection with, theLeased Property, or any portion thereof, which belongs to anyone other thanTenant, Tenant shall require the agreements permitting such use to provide thatLandlord or its designee may assume Tenant’s rights and obligations under suchagreement upon Landlord’s purchase of the same in accordance with theprovisions of ARTICLE 15 and the assumption of management or operation of theTravel Center by Landlord or its designee.

5.3  YIELDUP. Upon the expiration or sooner termination of this Agreement, Tenant shallremove all of Tenant’s Personal Property (other than that purchased by Landlordpursuant 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 tocomply with its obligations with respect to the Existing Third Party Trade

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Names and Service MarkRights until the various dates on which the rights thereto of such thirdparties expire, to the extent and as more particularly described in SECTION2.3) in substantially the same condition in which the Leased Property was in onthe Commencement Date, except as repaired, rebuilt, restored, altered or addedto as permitted or required by the provisions of this Agreement, reasonablewear and tear excepted (and casualty damage and Condemnation, in the event thatthis Agreement is terminated following a casualty or Condemnation in accordancewith ARTICLE 10 or ARTICLE 11, excepted). Notwithstanding the foregoing, as toany Property which contains Retained Buildings (other than those, if any, whichare to be surrendered to the Landlord under any Ground Lease) Tenant shall, atthe expiration or earlier termination of this Agreement (or in the case of anytermination of this Agreement pursuant to Section 4.1.1 with respect to aProperty containing such Retained Buildings), remove such Retained Buildingsand surrender the Property to Landlord without such Retained Buildings butotherwise in the condition required above unless Landlord shall, prior to theend of the Term, elect to purchase such Retained Buildings on any Property forthe Fair Market Value thereof as of the last day of the Term, such Fair MarketValue to be determined by agreement of the parties or, absent agreement, by anappraiser designated by Landlord.

In addition, uponthe expiration or earlier termination of this Agreement, Tenant shall, atLandlord’s sole cost and expense, use its good faith efforts to transfer (orcause to be transferred) to Landlord or its nominee, and cooperate withLandlord or Landlord’s nominee in connection with the processing of allapplications for, licenses, operating permits and other governmentalauthorizations and all contracts, including contracts with Government Agenciesand rights with third party franchisors which may be necessary for the use andoperation of the Travel Centers as then operated (all such licenses, permits,authorizations and contracts being “OPERATING RIGHTS”). Tenant hereby appointsLandlord as its attorney-in-fact, with full power of substitution, for thepurpose 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 GovernmentAgencies, and executing any instruments, assignments, conveyances, and othertransfers which are required to be taken or executed by Tenant, on its behalfand in its name, which appointment is coupled with an interest, is irrevocableand durable and shall survive the subsequent dissolution of Tenant.

If requested byLandlord, Tenant shall continue to manage one or more of the Travel Centersafter the expiration of the Term for up to one hundred eighty (180) days, onsuch reasonable

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

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

ARTICLE 6

IMPROVEMENTS, ETC.

6.1  IMPROVEMENTSTO THE LEASED PROPERTY. Tenant shall not make, construct or install (or permitto be made, constructed or installed) any Capital Additions without, in eachinstance, obtaining Landlord’s prior written consent, which consent shall notbe unreasonably withheld, delayed or conditioned provided that (a) constructionor installation of the same would not adversely affect or violate any materialLegal Requirement or Insurance Requirement applicable to any Property and (b)Landlord shall have received an Officer’s Certificate certifying as to thesatisfaction of the conditions set out in clause (a) above; PROVIDED, HOWEVER,that no such consent shall be required in the event immediate action isrequired to prevent imminent harm to person or property or with respect to anyCapital Addition approved in the applicable Capital Replacements Budget andhaving an aggregate cost not to exceed $250,000. Prior to commencingconstruction of any Capital Addition, Tenant shall submit to Landlord, inwriting, a proposal setting forth, in reasonable detail, any

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such proposed improvementand shall provide to Landlord such plans and specifications, and such permits,licenses, contracts and such other information concerning the same as Landlordmay reasonably request. Landlord shall have thirty (30) days to review allmaterials submitted to Landlord in connection with any such proposal. Failureof Landlord to respond to Tenant’s proposal within thirty (30) days afterreceipt of all information and materials requested by Landlord in connectionwith the proposed improvement shall be deemed to constitute approval of thesame. Without limiting the generality of the foregoing, such proposal shallindicate the approximate projected cost of constructing such proposedimprovement and the use or uses to which it will be put. No Capital Additionshall be made which would tie in or connect any Leased Improvements with anyother improvements on property adjacent to any Property (and not part of theLand) including, without limitation, tie-ins of buildings or other structuresor utilities. Except as permitted herein, Tenant shall not finance the cost ofany construction of such improvement by the granting of a lien on or securityinterest in the Leased Property or such improvement, or Tenant’s interesttherein, without the prior written consent of Landlord, which consent may bewithheld by Landlord in Landlord’s sole discretion. Any such improvementsshall, upon the expiration or sooner termination of this Agreement, remain orpass to and become the property of Landlord, free and clear of all encumbrancesother than Permitted Encumbrances, except as provided in Section 5.3 withrespect to Retained Buildings.

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

ARTICLE 7

LIENS

Subject to ARTICLE8, Tenant shall use its best efforts not, directly or indirectly, to create orallow to remain and shall promptly discharge (or cause to be discharged), atits expense, any lien, encumbrance, attachment, title retention agreement orclaim upon the Leased Property, or any portion thereof, or Tenant’s leaseholdinterest therein or any attachment, levy, claim or encumbrance in respect ofthe Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens andother encumbrances which are consented to in writing by Landlord, (c) liens forthose taxes of Landlord which Tenant is

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not required to payhereunder, (d) subleases permitted by ARTICLE 16, (e) liens for Impositions orfor 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 accordancewith ARTICLE 8, (f) liens of mechanics, laborers, materialmen, suppliers orvendors incurred in the ordinary course of business that are not yet due andpayable or are for sums that are being contested in accordance with ARTICLE 8,(g) any Property Mortgages or other liens which are the responsibility ofLandlord pursuant to the provisions of ARTICLE 20 and (h) Landlord Liens andany other voluntary liens created by Landlord.

ARTICLE 8

PERMITTED CONTESTS

Tenant shall havethe right to contest the amount or validity of any Imposition, LegalRequirement, Insurance Requirement, Environmental Obligation, lien, attachment,levy, encumbrance, charge or claim (collectively, “CLAIMS”) as to the LeasedProperty, by appropriate legal proceedings, conducted in good faith and withdue diligence, provided that (a) the foregoing shall in no way be construed asrelieving, modifying or extending Tenant’s obligation to pay (or cause to bepaid) any Claims as finally determined, (b) such contest shall not causeLandlord or Tenant to be in default under any ground lease, mortgage or deed oftrust encumbering the Leased Property, or any portion thereof (Landlordagreeing that any such ground lease, mortgage or deed of trust shall permitTenant to exercise the rights granted pursuant to this ARTICLE 8) or anyinterest therein or result in or reasonably be expected to result in a lienattaching to the Leased Property, or any portion thereof, (c) no part of theLeased Property nor any Rent therefrom shall be in any immediate danger ofsale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and holdharmless Landlord from and against any cost, claim, damage, penalty orreasonable expense, including reasonable attorneys’ fees, incurred by Landlordin connection therewith or as a result thereof. Landlord agrees to join in anysuch proceedings if required legally to prosecute such contest, provided thatLandlord shall not thereby be subjected to any liability therefor (including,without limitation, for the payment of any costs or expenses in connectiontherewith) unless Tenant agrees by agreement in form and substance reasonablysatisfactory to Landlord, to assume and indemnify Landlord with respect to thesame. Tenant shall be entitled to any refund of any Claims and

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

ARTICLE 9

INSURANCE ANDINDEMNIFICATION

9.1  GENERALINSURANCE REQUIREMENTS. Tenant shall, at all times during the Term and at anyother time Tenant shall be in possession of any Property, or any portionthereof, keep (or cause to be kept) such Property and all property locatedtherein or thereon, insured against the risks and in such amounts as Landlordshall reasonably require and may be commercially reasonable. Tenant shallprepare a proposal setting forth the insurance Tenant proposes to be maintainedwith respect to each Property during the ensuing Lease Year, and shall submitsuch proposal to Landlord on or before December 1st of the preceding LeaseYear, for Landlord’s review and approval, which approval shall not beunreasonably withheld, delayed or conditioned. In the event that Landlord shallfail to respond within thirty (30) days after receipt of such proposal, suchproposal shall be deemed approved.

9.2  WAIVEROF SUBROGATION. Landlord and Tenant agree that (insofar as and to the extentthat such agreement may be effective without invalidating or making it impossibleto secure insurance coverage from responsible insurance companies doingbusiness in any State) with respect to any property loss which is covered byinsurance then being carried by Landlord or Tenant, the party carrying suchinsurance and suffering said loss releases the others of and from any and allclaims with respect to such loss; and they further agree that their respectiveinsurance companies (and, if Landlord or Tenant shall self insure in accordancewith the terms hereof, Landlord or Tenant, as the case may be) shall have noright of subrogation against the other on account thereof, even though extrapremium may result therefrom. In the event that any extra premium is

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payable by Tenant as aresult of this provision, Landlord shall not be liable for reimbursement toTenant for such extra premium.

9.3  FORMSATISFACTORY, ETC. All insurance policies and endorsements required pursuant tothis ARTICLE 9 shall be fully paid for, nonassessable, and issued by reputableinsurance companies authorized to do business in the State and having a generalpolicy holder’s rating of no less than A in Best’s latest rating guide. Allproperty, business interruption, liability and flood insurance policies withrespect to each Property shall include no deductible in excess of Five HundredThousand Dollars ($500,000). At all times, all property, business interruption,liability and flood insurance policies, with the exception of worker’scompensation insurance coverage, shall name Landlord and any Property Mortgageeas additional insureds, as their interests may appear. All loss adjustmentsshall be payable as provided in ARTICLE 10, except that losses under liabilityand worker’s compensation insurance policies shall be payable directly to theparty entitled thereto. Tenant shall cause all insurance premiums to be paidand shall deliver (or cause to be delivered) policies or certificates thereofto Landlord prior to their effective date (and, with respect to any renewalpolicy, prior to the expiration of the existing policy). All such policiesshall provide Landlord (and any Property Mortgagee if required by the same)thirty (30) days prior written notice of any material change or cancellation ofsuch 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 premiumstherefor or to deliver (or cause to be delivered) such policies or certificatesto Landlord or any Property Mortgagee at the times required, Landlord shallhave the right, upon Notice to Tenant, but not the obligation, to acquire suchinsurance and pay the premiums therefor, which amounts shall be payable toLandlord, upon demand, as Additional Charges, together with interest accruedthereon at the Overdue Rate from the date such payment is made until (butexcluding) the date repaid.

9.4  NOSEPARATE INSURANCE; SELF-INSURANCE. Tenant shall not take (or permit any Personto take) out separate insurance, concurrent in form or contributing in theevent of loss with that required by this ARTICLE 9, or increase the amount ofany existing insurance by securing an additional policy or additional policies,unless all parties having an insurable interest in the subject matter of suchinsurance, including Landlord and all Property Mortgagees, are included thereinas

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additional insureds andthe loss is payable under such insurance in the same manner as losses arepayable under this Agreement. In the event Tenant shall take out any suchseparate insurance or increase any of the amounts of the then existinginsurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall notself-insure (or permit any Person to self-insure).

9.5  INDEMNIFICATIONOF LANDLORD. Notwithstanding the existence of any insurance provided for hereinand without regard to the policy limits of any such insurance, Tenant shallprotect, indemnify and hold harmless Landlord for, from and against allliabilities, obligations, claims, damages, penalties, causes of action, costsand reasonable expenses (including, without limitation, reasonable attorneys’fees), to the maximum extent permitted by law, imposed upon or incurred by orasserted against Landlord by reason of the following, except to the extentcaused by Landlord’s gross negligence or willful misconduct: (a) any accidentor injury to, or death of, persons or loss of or damage to property occurringon or about any Property or portion thereof or adjoining sidewalks or rights ofway during the Term, (b) any past, present or future condition or use, misuse,non-use, management, maintenance or repair by Tenant, any Manager or anyoneclaiming under any of them of any Property, Tenant’s Personal Property orTransferred Trademarks, or any litigation, proceeding or claim by governmentalentities (other than Condemnation proceedings) or other third parties relatingto 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 whichLandlord is made a party during the Term (limited, in the case of EnvironmentalObligations, to those provided in SECTION 4.3.1), (c) any Impositions that arethe obligations of Tenant to pay pursuant to the applicable provisions of thisAgreement, and (d) any failure on the part of Tenant or anyone claiming underTenant to perform or comply with any of the terms of this Agreement. Tenant, atits expense, shall contest, resist and defend any such claim, action orproceeding asserted or instituted against Landlord (and shall not beresponsible for any duplicative attorneys’ fees incurred by Landlord) or maycompromise or otherwise dispose of the same, with Landlord’s prior writtenconsent (which consent may not be unreasonably withheld, delayed orconditioned). The obligations of Tenant under this SECTION 9.5 shall survivethe termination of this Agreement.

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ARTICLE 10

CASUALTY

10.1  INSURANCEPROCEEDS. Except as provided in the last clause of this sentence, all proceedspayable by reason of any loss or damage to any Property, or any portionthereof, and insured under any policy of insurance required by ARTICLE 9 (otherthan the proceeds of any business interruption insurance or insurance proceedsfor Tenant’s Personal Property or the Retained Buildings) shall be paiddirectly to Landlord (subject to the provisions of SECTION 10.2) and all lossadjustments with respect to losses payable to Landlord shall require the priorwritten consent of Landlord, which consent shall not be unreasonably withheld,delayed or conditioned; PROVIDED, HOWEVER, that, so long as no Event of Defaultshall have occurred and be continuing, all such proceeds less than or equal toTwo Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenantand such losses may be adjusted without Landlord’s consent. If Tenant isrequired to reconstruct or repair any Property as provided herein, suchproceeds shall be paid out by Landlord from time to time for the reasonablecosts of reconstruction or repair of such Property necessitated by such damageor destruction, subject to and in accordance with the provisions of SECTION10.2.4. Any excess proceeds of insurance remaining after the completion of therestoration shall be paid to Tenant. In the event that the provisions ofSECTION 10.2.1 are applicable, the insurance proceeds shall be retained by theparty entitled thereto pursuant to SECTION 10.2.1. Insurance proceeds receivedby Tenant as result of any damage to Retained Buildings shall be applied byTenant to reconstruct or repair the Retained Buildings subject to and inaccordance with, and as if received by Tenant from Landlord under, theprovisions of Section 10.2.4

10.2  DAMAGEOR DESTRUCTION.

10.2.1  DAMAGEOR DESTRUCTION OF LEASED PROPERTY. If, during the Term, any Property shall betotally or partially destroyed and the Travel Center located thereon is therebyrendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, bythe giving of Notice thereof to the other, terminate this Agreement with respectto such affected Property, whereupon, this Agreement shall terminate withrespect to such affected Property, Landlord shall be entitled to retain theinsurance proceeds payable on account of such damage (other than insuranceproceeds attributable to the Retained Buildings), Tenant shall pay to Landlordthe amount of any deductible under the insurance policies covering such TravelCenter (excluding

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any deductibleattributable to a loss relating to any Retained Buildings), the amount of anyuninsured loss and any difference between the replacement cost of the affectedProperty (exclusive of any Retained Buildings) and the casualty insuranceproceeds therefor, and the Minimum Rent shall be reduced by, at Landlord’soption, (x) eight and one-half percent (8.5%) of the total amount received byLandlord or (y) the Fair Market Value Rent of the applicable Property on theCommencement Date, such Fair Market Value Rent to be determined by agreement ofthe parties or, absent agreement, an appraiser designated by Landlord.

10.2.2  PARTIALDAMAGE OR DESTRUCTION. If, during the Term, any Property shall be totally orpartially destroyed but the Travel Center located thereon is not renderedUnsuitable 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  INSUFFICIENTINSURANCE PROCEEDS. If the cost of the repair or restoration of the applicableTravel Center exceeds the amount of insurance proceeds received by Landlord andTenant pursuant to SECTION 9.1, Tenant shall give Landlord Notice thereof whichnotice shall set forth in reasonable detail the nature of such deficiency andwhether Tenant shall pay and assume the amount of such deficiency (Tenanthaving no obligation to do so, except that, if Tenant shall elect to make suchfunds available, the same shall become an irrevocable obligation of Tenantpursuant to this Agreement). In the event Tenant shall elect not to pay andassume the amount of such deficiency, Landlord shall have the right (but notthe obligation), exercisable in Landlord’s sole discretion by Notice to Tenant,given within sixty (60) days after Tenant’s notice of the deficiency, to electto make available for application to the cost of repair or restoration theamount of such deficiency; PROVIDED, HOWEVER, in such event, upon anydisbursement by Landlord thereof, the Minimum Rent shall be adjusted asprovided in SECTION 3.1.1(b). In the event that neither Landlord nor Tenantshall elect to make such deficiency available for restoration, either Landlordor Tenant may terminate this Agreement with respect to the affected Property byNotice to the other, whereupon, this Agreement shall so terminate and insuranceproceeds shall be distributed as provided in SECTION 10.2.1. It is expresslyunderstood and agreed, however, that, notwithstanding anything in thisAgreement to the contrary, Tenant shall be strictly liable and solelyresponsible for the amount of any deductible and shall, upon any insurableloss, pay

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over the amount of suchdeductible (excluding any deductible attributable to a loss relating to anyRetained Building) to Landlord at the time and in the manner herein providedfor payment of the applicable proceeds to Landlord.

10.2.4  DISBURSEMENTOF PROCEEDS. In the event Tenant is required to restore any Property pursuantto SECTION 10.2 and this Agreement is not terminated as to such Propertypursuant to this ARTICLE 10, Tenant shall commence (or cause to be commenced)promptly and continue diligently to perform (or cause to be performed) therepair and restoration of such Property (hereinafter called the “WORK”), so asto restore (or cause to be restored) the applicable Property in materialcompliance with all Legal Requirements and so that such Property shall be, tothe extent practicable, substantially equivalent in value and general utilityto its general utility and value immediately prior to such damage ordestruction. Subject to the terms hereof, Landlord shall advance the insuranceproceeds and any additional amounts payable by Landlord pursuant to SECTION10.2.3 or otherwise deposited with Landlord to Tenant regularly during therepair and restoration period so as to permit payment for the cost of any suchrestoration and repair. Any such advances shall be made not more often thanmonthly within ten (10) Business Days after Tenant submits to Landlord awritten requisition and substantiation therefor on AIA Forms G702 and G703 (oron such other form or forms as may be reasonably acceptable to Landlord).Landlord may, at its option, condition advancement of such insurance proceedsand other amounts on (i) its approval of plans and specifications of anarchitect satisfactory to Landlord (which approval shall not be unreasonablywithheld, 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 andother regulatory bodies whose approval is required, (vi) if Tenant has electedto advance deficiency funds pursuant to SECTION 10.2.3, Tenant depositing theamount thereof with Landlord and (vii) such other certificates as Landlord may,from time to time, reasonably require.

Landlord’sobligation to disburse insurance proceeds under this ARTICLE 10 shall besubject to the release of such proceeds by any Property Mortgagee to Landlord.

Tenant’sobligation to restore the applicable Property pursuant to this ARTICLE 10 shallbe subject to the release of available insurance proceeds by the applicableProperty

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Mortgagee to Landlord ordirectly to Tenant and, in the event such proceeds are insufficient, Landlordelecting to make such deficiency available therefor (and disbursement of suchdeficiency).

10.3  DAMAGENEAR END OF TERM. Notwithstanding any provisions of SECTION 10.1 OR 10.2 to thecontrary, if damage to or destruction of any Property occurs during the lasttwelve (12) months of the Term and if such damage or destruction cannotreasonably be expected to be fully repaired and restored prior to the date thatis six (6) months prior to the end of the Term, the provisions of SECTION10.2.1 shall apply as if such Property had been totally or partially destroyedand the Travel Center thereon rendered Unsuitable for Its Permitted Use.

10.4  TENANT’SPERSONAL PROPERTY. All insurance proceeds payable by reason of any loss of ordamage to any of Tenant’s Personal Property shall be paid to Tenant and, to theextent necessary to repair or replace Tenant’s Personal Property in accordancewith SECTION 10.5, Tenant shall hold such proceeds in trust to pay the cost ofrepairing or replacing damaged Tenant’s Personal Property.

10.5  RESTORATIONOF TENANT’S PERSONAL PROPERTY. If Tenant is required to restore any Property ashereinabove provided, Tenant shall either (a) restore all alterations andimprovements made by Tenant and Tenant’s Personal Property, or (b) replace suchalterations and improvements and Tenant’s Personal Property with improvementsor items of the same or better quality and utility in the operation of suchProperty.

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

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10.7  WAIVER.Tenant hereby waives any statutory rights of termination which may arise byreason of any damage or destruction of the Leased Property, or any portionthereof.

ARTICLE 11

CONDEMNATION

11.1  TOTALCONDEMNATION, ETC. If either (i) the whole of any Property shall be taken byCondemnation or (ii) a Condemnation of less than the whole of any Propertyrenders any Property Unsuitable for Its Permitted Use, this Agreement shallterminate with respect to such Property, and Tenant and Landlord shall seek theAward for their interests in the applicable Property as provided in SECTION11.5. Upon payment to Landlord of any such Award, the Minimum Rent shall bereduced by, at Landlord’s option, (x) eight and one-half percent (8.5%) of theamount of such Award received by Landlord, or (y) the Fair Market Value Rent ofthe applicable Property on the Commencement Date, such Fair Market Value Rentto be determined by agreement of the parties or, absent agreement, an appraiserdesignated by Landlord.

11.2  PARTIALCONDEMNATION. In the event of a Condemnation of less than the whole of anyProperty such that such Property is still suitable for its Permitted Use,Tenant shall, to the extent of the Award and any additional amounts disbursedby Landlord as hereinafter provided, commence (or cause to be commenced)promptly and continue diligently to restore (or cause to be restored) theuntaken portion of the applicable Leased Improvements so that such LeasedImprovements shall constitute a complete architectural unit of the same generalcharacter and condition (as nearly as may be possible under the circumstances)as such Leased Improvements existing immediately prior to such Condemnation, inmaterial compliance with all Legal Requirements, subject to the provisions of thisSECTION 11.2. If the cost of the repair or restoration of the affected Propertyexceeds the amount of the Award, Tenant shall give Landlord Notice thereofwhich notice shall set forth in reasonable detail the nature of such deficiencyand whether Tenant shall pay and assume the amount of such deficiency (Tenanthaving no obligation to do so, except that if Tenant shall elect to make suchfunds available, the same shall become an irrevocable obligation of Tenantpursuant to this Agreement). In the event Tenant shall elect not to pay andassume the amount of such deficiency, Landlord shall have the right (but notthe obligation), exercisable at Landlord’s sole election by Notice

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to Tenant given withinsixty (60) days after Tenant’s Notice of the deficiency, to elect to makeavailable for application to the cost of repair or restoration the amount ofsuch deficiency; PROVIDED, HOWEVER, in such event, upon any disbursement byLandlord thereof, the Minimum Rent shall be adjusted as provided in SECTION3.1.1(b). In the event that neither Landlord nor Tenant shall elect to makesuch deficiency available for restoration, either Landlord or Tenant mayterminate this Agreement with respect to the affected Property and the entireAward shall be allocated as set forth in SECTION 11.5.

Subject to theterms hereof, Landlord shall contribute to the cost of restoration that part ofthe Award received by Landlord and necessary to complete such repair orrestoration, together with severance and other damages awarded to Landlord forthe taken Leased Improvements and any deficiency Landlord has agreed todisburse, to Tenant regularly during the restoration period so as to permitpayment for the cost of such repair or restoration. Landlord may, at itsoption, condition advancement of such portion of the Award and other amounts on(a) its approval of plans and specifications of an architect satisfactory toLandlord (which approval shall not be unreasonably withheld, delayed orconditioned), (b) general contractors’ estimates, (c) architect’s certificates,(d) conditional lien waivers of general contractors, if available, (e) evidenceof approval by all governmental authorities and other regulatory bodies whoseapproval is required, (f) if Tenant has elected to advance deficiency fundspursuant to the preceding paragraph, Tenant depositing the amount thereof withLandlord and (g) such other certificates as Landlord may, from time to time,reasonably require. Landlord’s obligation under this SECTION 11.2 to disbursethe Award and such other amounts shall be subject to (x) the collection thereofby Landlord and (y) the satisfaction of any applicable requirements of anyProperty Mortgage, and the release of such Award by the applicable PropertyMortgagee. Tenant’s obligation to restore the Leased Property shall be subjectto the release of any portion of the Award by the applicable Property Mortgageeto Landlord.

11.3  ABATEMENTOF RENT. Other than as specifically provided in this Agreement, this Agreementshall remain in full force and effect and Tenant’s obligation to make allpayments of Rent and to pay all other charges as and when required under thisAgreement shall remain unabated during the Term notwithstanding anyCondemnation involving the Leased Property, or any portion thereof. Theprovisions of this ARTICLE 11 shall

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

11.4  TEMPORARYCONDEMNATION. In the event of any temporary Condemnation of any Property orTenant’s interest therein, this Agreement shall continue in full force andeffect and Tenant shall continue to pay (or cause to be paid), in the mannerand on the terms herein specified, the full amount of the Rent. Tenant shallcontinue to perform and observe (or cause to be performed and observed) all ofthe other terms and conditions of this Agreement on the part of the Tenant tobe performed and observed. The entire amount of any Award made for suchtemporary Condemnation allocable to the Term, whether paid by way of damages,rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon thetermination of any such period of temporary Condemnation, at its sole cost andexpense, restore the affected Property to the condition that existedimmediately prior to such Condemnation, in material compliance with all applicableLegal Requirements, unless such period of temporary Condemnation shall extendbeyond the expiration of the Term, in which event Tenant shall not be requiredto make such restoration.

11.5  ALLOCATIONOF AWARD. Except as provided in SECTION 11.4 and the second sentence of thisSECTION 11.5, the total Award shall be solely the property of and payable toLandlord. Any portion of the Award made for the taking of Tenant’s leaseholdinterest 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, thetaking of Capital Additions paid for by Tenant and Tenant’s removal andrelocation expenses shall be the sole property of and payable to Tenant. In anyCondemnation proceedings, Landlord and Tenant shall each seek its own Award inconformity herewith, at its own expense.

ARTICLE 12

DEFAULTS ANDREMEDIES

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

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(a)  shouldTenant fail to make any payment of the Rent or any other sum payable hereunderwhen due; or

(b)  shouldTenant 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 continuefor 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 cannotbe accomplished with due diligence within such period of time and if, inaddition, Tenant commences to cure or cause to be cured such default withinthirty (30) days after Notice thereof from Landlord and thereafter prosecutesthe curing of such default with all due diligence, such period of time shall beextended to such period of time (not to exceed an additional ninety (90) daysin the aggregate) as may be necessary to cure such default with all duediligence; or

(c)  shouldany obligation of Tenant or any Guarantor in respect of any Indebtedness of TenMillion Dollars ($10,000,000) or more for money borrowed or for any materialproperty or services, or any guaranty relating thereto, be declared to be orbecome due and payable prior to the stated maturity thereof, or should thereoccur and be continuing with respect to any such Indebtedness any event ofdefault under any instrument or agreement evidencing or securing the same, theeffect of which is to permit the holder or holders of such instrument oragreement or a trustee, agent or other representative on behalf of such holderor holders, to cause any such obligations to become due prior to its statedmaturity; or

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

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

(f)  shouldany petition be filed by or against Tenant or any Guarantor under the Federalbankruptcy laws, or should any other proceeding be instituted by or againstTenant or any Guarantor seeking to adjudicate Tenant or any Guarantor abankrupt or insolvent, or seeking liquidation, reorganization, arrangement,adjustment or composition of Tenant’s or any Guarantor’s debts under any lawrelating to bankruptcy,

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insolvency orreorganization or relief of debtors, or seeking the entry of an order forrelief or the appointment of a receiver, trustee, custodian or other similarofficial for Tenant or any Guarantor or for any substantial part of theproperty of Tenant or any Guarantor and such proceeding is not dismissed withinone hundred eighty (180) days after institution thereof; or

(g)  shouldTenant or any Guarantor cause or institute any proceeding for its dissolutionor termination; or

(h)  shouldthe estate or interest of Tenant in the Leased Property or any part thereof belevied upon or attached in any proceeding and the same shall not be vacated ordischarged 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 shallgive Notice to Landlord of the dispute but Tenant may defend in any suitableway, and (y) two hundred seventy (270) days after receipt by Tenant of Noticethereof from Landlord (unless Tenant shall be contesting such lien orattachment in good faith in accordance with ARTICLE 8); or

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

then, and in any suchevent, Landlord, in addition to all other remedies available to it, mayterminate this Agreement with respect to any or all of the Leased Property(except with respect to any Existing Third Party Trade Names and Service MarkRights to the extent and as more particularly described in SECTION 2.3) bygiving 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 thedesignated portion of the Leased Property and all rights of Tenant under thisAgreement with respect thereto shall cease. Landlord shall have and mayexercise all rights and remedies available at law and in equity to Landlord asa result of Tenant’s breach of this Agreement.

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

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notice or hearing priorto such taking of possession by Landlord).

12.2  REMEDIES.None of (a) the termination of this Agreement pursuant to SECTION 12.1, (b) therepossession of the Leased Property, or any portion thereof, (c) the failure ofLandlord to relet the Leased Property, or any portion thereof, nor (d) thereletting of all or any of portion of the Leased Property, shall relieve Tenantof its liability and obligations hereunder, all of which shall survive any suchtermination, repossession or reletting. In the event of any such termination,Tenant shall forthwith pay to Landlord all Rent due and payable with respect tothe Leased Property, or terminated portion thereof, through and including thedate of such termination. Thereafter, Tenant, until the end of what would havebeen the Term of this Agreement in the absence of such termination, and whetheror 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 othercharges which would be payable hereunder for the remainder of the Term had suchtermination not occurred, less the net proceeds, if any, of any reletting ofthe Leased Property, or any portion thereof, after deducting all reasonableexpenses in connection with such reletting, including, without limitation, allrepossession costs, brokerage commissions, legal expenses, attorneys’ fees,advertising, expenses of employees, alteration costs and expenses ofpreparation for such reletting. Tenant shall pay such current damages toLandlord monthly on the days on which the Minimum Rent would have been payablehereunder if this Agreement had not been so terminated with respect to such ofthe Leased Property.

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

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would be the thenunexpired term of this Agreement if the same remained in effect, over the fairmarket rental for the same period. Nothing contained in this Agreement shall,however, limit or prejudice the right of Landlord to prove and obtain inproceedings for bankruptcy or insolvency an amount equal to the maximum allowedby any statute or rule of law in effect at the time when, and governing theproceedings in which, the damages are to be proved, whether or not the amountbe greater than, equal to, or less than the amount of the loss or damagesreferred to above.

In case of anyEvent of Default, re-entry, expiration and dispossession by summary proceedingsor otherwise, Landlord may, (a) relet the Leased Property or any part or partsthereof, either in the name of Landlord or otherwise, for a term or terms whichmay at Landlord’s option, be equal to, less than or exceed the period whichwould otherwise have constituted the balance of the Term and may grant concessionsor free rent to the extent that Landlord considers advisable and necessary torelet the same, and (b) may make such reasonable alterations, repairs anddecorations in the Leased Property, or any portion thereof, as Landlord, in itssole and absolute discretion, considers advisable and necessary for the purposeof reletting the Leased Property; and the making of such alterations, repairsand decorations shall not operate or be construed to release Tenant fromliability hereunder as aforesaid. Landlord shall in no event be liable in anyway whatsoever for any failure to relet all or any portion of the LeasedProperty, or, in the event that the Leased Property is relet, for failure tocollect the rent under such reletting. To the maximum extent permitted by law,Tenant hereby expressly waives any and all rights of redemption granted underany present or future laws in the event of Tenant being evicted ordispossessed, or in the event of Landlord obtaining possession of the LeasedProperty, by reason of the occurrence and continuation of an Event of Defaulthereunder.

Notwithstandinganything to the contrary set forth in this Agreement, if an Event of Defaultshall 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 OR21.9 (and not with respect to any other Section of this Agreement), in no eventshall the damages recovered by Landlord pursuant to this Agreement exceed anamount equal to the sum of (i) present value (as reasonably determined byLandlord 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 fromthe date of such termination for what would be

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

12.3  TENANT’SWAIVER. 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 INTHE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THISARTICLE 12, AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTINGPROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

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

12.5  LANDLORD’SRIGHT TO CURE TENANT’S DEFAULT. If an Event of Default shall have occurred andbe continuing, Landlord, after Notice to Tenant (which Notice shall not berequired if Landlord shall reasonably determine immediate action is necessaryto protect person or property), without waiving or releasing any obligation ofTenant and without waiving or releasing any Event of Default, may (but shallnot be obligated to), at any time thereafter, make such payment or perform suchact for the account and at the expense of Tenant, and may, to the maximumextent 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 andabsolute discretion, may be necessary or appropriate therefor. No such entryshall be deemed an eviction of Tenant. All reasonable costs and expenses(including, without limitation, reasonable attorneys’ fees) incurred byLandlord in connection therewith, together with interest thereon (to the extentpermitted by law) at the Overdue Rate from the date such sums are paid byLandlord until repaid, shall be paid by Tenant to Landlord, on demand.

ARTICLE 13

HOLDING OVER

Any holding overby Tenant after the expiration or sooner termination of this Agreement shall betreated as a daily

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

ARTICLE 14

LANDLORD DEFAULT

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

If Landlord shallin good faith dispute the occurrence of any Landlord Default and Landlord,before the expiration of the applicable cure period, shall give Notice thereofto Tenant, setting forth, in reasonable detail, the basis therefor, no LandlordDefault shall be deemed to have occurred and Landlord shall have no obligationwith respect thereto until final adverse determination thereof. If Tenant andLandlord 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 forresolution in accordance with ARTICLE 22.

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ARTICLE 15

PURCHASE OF TENANT’SPERSONAL PROPERTY

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

ARTICLE 16

SUBLETTING ANDASSIGNMENT

16.1  SUBLETTINGAND ASSIGNMENT. Except as provided in SECTION 16.3, Tenant shall not, withoutLandlord’s prior written consent (which consent may be given or withheld inLandlord’s sole and absolute discretion), assign, mortgage, pledge,hypothecate, encumber or otherwise transfer this Agreement or sublease orpermit the sublease (which term shall be deemed to include the granting ofconcessions, licenses, sublicenses and the like), of the Leased Property, orany portion thereof, or suffer or permit this Agreement or the leasehold estatecreated

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hereby or any otherrights 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 theLeased Property, or any portion thereof, by anyone other than Tenant or anyManager approved by Landlord pursuant to the applicable provisions of thisAgreement, or the Leased Property, or any portion thereof, to be offered oradvertised for assignment or subletting.

For purposes ofthis 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 Agreementis assigned or if the Leased Property, or any portion thereof is sublet (or occupiedby anybody other than Tenant or any Manager and their respective employees),after termination of this Agreement, Landlord may collect the rents from suchassignee, subtenant or occupant, as the case may be, but no such collectionshall be deemed a waiver of the provisions set forth in the first paragraph ofthis SECTION 16.1, the acceptance by Landlord of such assignee, subtenant oroccupant, as the case may be, as a tenant, or a release of Tenant from thefuture performance by Tenant of its covenants, agreements or obligationscontained in this Agreement.

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

No subletting orassignment shall in any way impair the continuing primary liability of Tenanthereunder (unless Landlord and Tenant expressly otherwise agree that Tenantshall be released from all obligations hereunder), and no consent to anysubletting or assignment in a particular instance shall be deemed to be awaiver 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 incontravention of this SECTION 16.1 shall be voidable at Landlord’s option.

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16.2  REQUIREDSUBLEASE PROVISIONS. Any sublease of all or any portion of the Leased Propertyentered into on or after the Commencement Date shall provide (a) that theSubtenant shall, at Landlord’s or Tenant’s request pursuant to Tenant’sobligations or Landlord’s rights under SECTION 5.3 or ARTICLE 15, transfer asso requested any of its Operating Rights and/or other property relating to suchLeased Property (and shall be deemed to have granted Landlord the power ofattorney with respect to its Operating Rights and other property as Tenant hasgranted pursuant to the second sentence of the second paragraph of Section5.3); (b) that it is subject and subordinate to this Agreement and to thematters to which this Agreement is or shall be subject or subordinate; (c) thatin the event of termination of this Agreement or reentry or dispossession ofTenant by Landlord under this Agreement, Landlord may, at its option, terminatesuch sublease or take over all of the right, title and interest of Tenant, assublessor 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 amortgage or as Landlord under this Agreement, if such mortgagee succeeds to thatposition, shall (i) be liable for any act or omission of Tenant under suchsublease, (ii) be subject to any credit, counterclaim, offset or defense whichtheretofore accrued to such subtenant against Tenant, (iii) be bound by anyprevious modification of such sublease not consented to in writing by Landlordor by any previous prepayment of more than one (1) month’s rent, (iv) be boundby any covenant of Tenant to undertake or complete any construction of theapplicable Property, or any portion thereof, (v) be required to account for anysecurity deposit of the subtenant other than any security deposit actuallydelivered to Landlord by Tenant, (vi) be bound by any obligation to make anypayment to such subtenant or grant any credits, except for services, repairs,maintenance and restoration provided for under the sublease that are performedafter the date of such attornment, (vii) be responsible for any monies owing byTenant to the credit of such subtenant unless actually delivered to Landlord byTenant, or (viii) be required to remove any Person occupying any portion of theLeased Property; and (d) in the event that such subtenant receives a writtenNotice from Landlord or any Property Mortgagee stating that this Agreement hasterminated, such subtenant shall thereafter be obligated to pay all rentalsaccruing under such sublease directly to the party giving such Notice or assuch party may direct. Such sublease shall provide that the subtenantthereunder shall, at the request of Landlord, execute a suitable instrument inconfirmation of such agreement

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to attorn. An originalcounterpart of each such sublease and assignment and assumption, duly executedby Tenant and such subtenant or assignee, as the case may be, in form andsubstance reasonably satisfactory to Landlord, shall be delivered promptly toLandlord and (a) in the case of an assignment, the assignee shall assume inwriting and agree to keep and perform all of the terms of this Agreement on thepart of Tenant to be kept and performed and shall be, and become, jointly andseverally liable with Tenant for the performance thereof and (b) in case ofeither an assignment or subletting, Tenant shall remain primarily liable, asprincipal rather than as surety, for the prompt payment of the Rent and for theperformance and observance of all of the covenants and conditions to beperformed by Tenant hereunder.

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

16.3  PERMITTEDSUBLEASE. Subject to the provisions of SECTION 16.2 and SECTION 16.4 and anyother express conditions or limitations set forth herein, Tenant may, in eachinstance after Notice to Landlord and without consent, (a) enter into thirdparty agreements or sublease space at any Property for fuel station,restaurant/food service or mechanical repair purposes or other concessions infurtherance of the Permitted Use, so long as such subleases will not violate oraffect any Legal Requirement or Insurance Requirement, and Tenant shall providesuch additional insurance coverage applicable to the activities to be conductedin such subleased space as Landlord and any Property Mortgagee may reasonablyrequire, and (b) enter into one or more subleases or licenses with AffiliatedPersons 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, includingall goodwill related thereto, constituting part of the Transferred Trademarks),PROVIDED Tenant gives Landlord Notice of the material terms and conditionsthereof and such subleases or licenses or sublicenses do not grant any rightsbeyond the Term. Landlord and Tenant acknowledge and agree that if Tenantenters into one (1) or more subleases, licenses or sublicenses with AffiliatedPersons of Tenant with respect to any Property, or any portion thereof, inaccordance with the preceding clause (b), Tenant may allocate the rent andother charges with respect to the affected Property in any reasonable manner;PROVIDED, HOWEVER, that such allocation shall not affect Tenant’s (nor any

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

16.4  SUBLEASELIMITATION. Anything contained in this Agreement to the contrarynotwithstanding, Tenant shall not sublet or sublicense the Leased Property, orany portion thereof, on any basis such that the rental to be paid by anysublessee or sublicensee thereunder would be based, in whole or in part, on thenet income or profits derived by the business activities of such sublessee orsublicensee, any other formula such that any portion of such sublease rental orsublicense would fail to qualify as “rents from real property” within themeaning of Section 856(d) of the Code, or any similar or successor provisionthereto or would otherwise disqualify Landlord or any Affiliated Person fortreatment as a “real estate investment trust” under the Code.

ARTICLE 17

ESTOPPELCERTIFICATES AND FINANCIAL STATEMENTS

17.1  ESTOPPELCERTIFICATES. At any time and from time to time, but not more than a reasonablenumber of times per year, upon not less than ten (10) Business Days priorNotice by either party, the party receiving such Notice shall furnish to theother an Officer’s Certificate certifying that this Agreement is unmodified andin full force and effect (or that this Agreement is in full force and effect asmodified and setting forth the modifications), the date to which the Rent hasbeen paid, that no Default or an Event of Default has occurred and iscontinuing or, if a Default or an Event of Default shall exist, specifying inreasonable detail the nature thereof, and the steps being taken to remedy thesame, and such additional information as the requesting party may reasonablyrequest. Any such certificate furnished pursuant to this SECTION 17.1 may berelied upon by the requesting party, its lenders and any prospective purchaseror mortgagee of the Leased Property, or any portion thereof, or the leaseholdestate created hereby.

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17.2  FINANCIALSTATEMENTS. Tenant shall furnish or cause TCA to furnish, as applicable, thefollowing statements to Landlord:

(a) withinforty-five (45) days after each of the first three fiscal quarters of anyFiscal Year, the most recent Consolidated Financials, accompanied by theFinancial Officer’s Certificate;

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

(c) withinforty-five (45) days after the end of each month, an unaudited operatingstatement and statement of Capital Expenditures prepared on a Property byProperty basis and a combined basis, accompanied by a Financial Officer’sCertificate;

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

(e) promptly afterreceipt or sending thereof, copies of all notices given or received by Tenantunder any Management Agreement or TA Franchise Agreement; and

(f) promptly uponNotice from Landlord, such other information concerning the business, financialcondition and affairs of Tenant, any Guarantor, and/or any Affiliated Person ofTenant 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 theforegoing statements, subject to Landlord obtaining the agreement of suchProperty Mortgagee to maintain such statements and the information therein asconfidential.

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ARTICLE 18

LANDLORD’S RIGHTTO INSPECT, QUALITY CONTROL, USE OFTRANSFERRED TRADEMARKS AND ENFORCEMENT

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

18.2  QUALITYCONTROL. Landlord shall have the right to exercise quality control over the usemade by Tenant (and any and all Affiliated Persons and permitted sublicensees)of the Transferred Trademarks to a degree reasonably necessary to maintain thevalidity and enforceability of the Transferred Trademarks and to protect thegoodwill associated therewith. Tenant (and any and all Affiliated Persons andpermitted sublicensees) shall not combine the Transferred Trademarks with anyother trademarks, service marks, trade names, logos, domain names or otherbrand-source indicia unless it obtains Landlord’s prior written consent.

18.3  TRANSFERREDTRADEMARKS, REGISTRATION AND MAINTENANCE. Tenant shall be responsible fortrademark registration and maintenance on behalf of Landlord.

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

ARTICLE 19

EASEMENTS

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

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

(a)  theinstrument creating, modifying or abandoning any such easement, right-of-way orother interest is satisfactory to and approved by Landlord (which approvalshall not be unreasonably withheld, delayed or conditioned);

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

(c)  Landlordreceives evidence satisfactory to Landlord that the Manager has granted itsconsent to such grant, modification or abandonment in accordance with therequirements of such Manager’s Management Agreement or that such consent is notrequired.

19.2  EXERCISEOF RIGHTS BY TENANT. So long as no Event of Default has occurred and iscontinuing, Tenant shall have the right to exercise all rights of Landlordunder the Easement Agreements and, in connection therewith, Landlord shallexecute and promptly return to Tenant such documents as Tenant shall reasonablyrequest. Tenant shall perform all obligations of Landlord under the EasementAgreements.

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

ARTICLE 20

PROPERTY MORTGAGES

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

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to secure any borrowingor other means of financing or refinancing.

20.2  SUBORDINATIONOF LEASE. This Agreement and any and all rights of Tenant hereunder are andshall be subject and subordinate to any ground or master lease, and allrenewals, extensions, modifications and replacements thereof, and to allmortgages and deeds of trust, which may now or hereafter affect the LeasedProperty, or any portion thereof, or any improvements thereon and/or any ofsuch leases, whether or not such mortgages or deeds of trust shall also coverother lands and/or buildings and/or leases, to each and every advance made orhereafter to be made under such mortgages and deeds of trust, and to allrenewals, modifications, replacements and extensions of such leases and suchmortgages and deeds of trust and all consolidations of such mortgages and deedsof trust. This section shall be self-operative and no further instrument ofsubordination shall be required. In confirmation of such subordination, Tenantshall promptly execute, acknowledge and deliver any instrument that Landlord,the lessor under any such lease or the holder of any such mortgage or thetrustee or beneficiary of any deed of trust or any of their respectivesuccessors in interest may reasonably request to evidence such subordination.Any lease to which this Agreement is, at the time referred to, subject andsubordinate is herein called “SUPERIOR LEASE” and the lessor of a SuperiorLease or its successor in interest at the time referred to is herein called “SUPERIORLANDLORD” and any mortgage or deed of trust to which this Agreement is, at thetime referred to, subject and subordinate is herein called “SUPERIOR MORTGAGE”and the holder, trustee or beneficiary of a Superior Mortgage is herein called “SUPERIORMORTGAGEE”. Tenant shall have no obligations under any Superior Lease orSuperior Mortgage other than those expressly set forth in this SECTION 20.2.

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

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continue in full forceand effect as a direct lease between the Successor Landlord and Tenant upon allof the terms, conditions and covenants as are set forth in this Agreement,except that the Successor Landlord (unless formerly the landlord under thisAgreement or its nominee or designee) shall not be (a) liable in any way toTenant for any act or omission, neglect or default on the part of any priorLandlord under this Agreement, (b) responsible for any monies owing by or ondeposit with any prior Landlord to the credit of Tenant (except to the extentactually paid or delivered to the Successor Landlord), (c) subject to anycounterclaim or setoff which theretofore accrued to Tenant against any priorLandlord, (d) bound by any modification of this Agreement subsequent to suchSuperior Lease or Mortgage, or by any previous prepayment of Rent for more thanone (1) month in advance of the date due hereunder, which was not approved inwriting by the Superior Landlord or the Superior Mortgagee thereto, (e) liableto Tenant beyond the Successor Landlord’s interest in the Leased Property andthe rents, income, receipts, revenues, issues and profits issuing from theLeased Property, (f) responsible for the performance of any work to be done bythe Landlord under this Agreement to render the Leased Property ready foroccupancy 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 toremove any Person occupying the Leased Property or any part thereof, except ifsuch person claims by, through or under the Successor Landlord. Tenant agreesat any time and from time to time to execute a suitable instrument inconfirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agreesto provide Tenant with an instrument of nondisturbance and attornment from eachsuch Superior Mortgagee and Superior Landlord (other than the lessors under anyground leases with respect to the Leased Property, or any portion thereof) inform and substance reasonably satisfactory to Tenant. Notwithstanding theforegoing, any Successor Landlord shall be liable (a) to pay to Tenant any amountsowed under SECTION 5.1.2(b), and (b) to pay to Tenant any portions of insuranceproceeds or Awards received by Landlord or the Successor Landlord required tobe paid to Tenant pursuant to the terms of this Agreement, and, as a conditionto any mortgage, lien or lease in respect of the Leased Property, or anyportion thereof, and the subordination of this Agreement thereto, themortgagee, lienholder or lessor, as applicable, shall expressly agree, for thebenefit of Tenant, to make such payments, which agreement shall be embodied inan instrument in form reasonably satisfactory to Tenant.

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20.3  NOTICETO MORTGAGEE AND SUPERIOR LANDLORD. Subsequent to the receipt by Tenant ofNotice from Landlord as to the identity of any Property Mortgagee or Superior Landlordunder a lease with Landlord, as ground lessee, which includes the LeasedProperty, or any portion thereof, as part of the demised premises and whichcomplies with SECTION 20.1 (which Notice shall be accompanied by a copy of theapplicable mortgage or lease), no Notice from Tenant to Landlord as to adefault by Landlord under this Agreement shall be effective with respect to aProperty Mortgagee or Superior Landlord unless and until a copy of the same isgiven to such Property Mortgagee or Superior Landlord at the address set forthin the above described Notice, and the curing of any of Landlord’s defaultswithin the applicable notice and cure periods set forth in ARTICLE 14 by suchProperty Mortgagee or Superior Landlord shall be treated as performance byLandlord.

ARTICLE 21

ADDITIONALCOVENANTS OF LANDLORD AND TENANT

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

21.2  CONDUCTOF BUSINESS. Tenant shall not engage in any business other than the leasing andoperation of the Leased Property (including any incidental or ancillarybusiness relating thereto) and shall do or cause to be done all thingsnecessary to preserve, renew and keep in full force and effect and in goodstanding its legal existence and its rights and licenses necessary to conductsuch business.

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21.3  MAINTENANCEOF ACCOUNTS AND RECORDS. Tenant shall keep true records and books of account ofTenant in which full, true and correct entries will be made of dealings andtransactions in relation to the business and affairs of Tenant in accordancewith GAAP. Tenant shall apply accounting principles in the preparation of thefinancial statements of Tenant which, in the judgment of and the opinion of itsindependent public accountants, are in accordance with GAAP, where applicable,except for changes approved by such independent public accountants. Tenant shallprovide to Landlord either in a footnote to the financial statements deliveredunder SECTION 17.2 which relate to the period in which such change occurs, orin separate schedules to such financial statements, information sufficient toshow the effect of any such changes on such financial statements.

21.4  NOTICEOF LITIGATION, ETC. Tenant shall give prompt Notice to Landlord of anylitigation or any administrative proceeding to which it may hereafter become aparty of which Tenant has notice or actual knowledge which involves a potentialliability equal to or greater than Two Hundred Fifty Thousand Dollars($250,000) or which may otherwise result in any material adverse change in thebusiness, operations, property, prospects, results of operation or condition,financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of anyDefault, Event of Default or any default or event of default under anyagreement relating to Indebtedness for money borrowed in an aggregate amountexceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), orany event or condition that would be required to be disclosed in a currentreport filed by Tenant on Form 8-K or in Part II of a quarterly report on Form10-Q if Tenant were required to file such reports under the Securities ExchangeAct of 1934, as amended, Tenant shall furnish Notice thereof to Landlordspecifying the nature and period of existence thereof and what action Tenanthas taken or is taking or proposes to take with respect thereto.

21.5  INDEBTEDNESSOF TENANT. Tenant shall not create, incur, assume or guarantee, or permit toexist, or become or remain liable directly or indirectly upon, any Indebtednessexcept the following:

(a)  Indebtednessof Tenant to Landlord;

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

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(c)  Indebtednessof Tenant in respect of judgments or awards (i) which have been in force forless than the applicable appeal period and in respect of which executionthereof shall have been stayed pending such appeal or review, or (ii) which arefully covered by insurance payable to Tenant, or (iii) which are for an amountnot 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, solong as execution is not levied thereunder or (y) in respect of which an appealor proceedings for review shall at the time be prosecuted in good faith inaccordance with the provisions of ARTICLE 8, and in respect of which executionthereof shall have been stayed pending such appeal or review;

(d)  unsecuredborrowings of Tenant from its Affiliated Persons which are by their terms expresslysubordinate pursuant to a Subordination Agreement to the payment andperformance of Tenant’s obligations under this Agreement; or

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

(f)  Indebtednessof Tenant as guarantor or borrower secured by Liens permitted under SECTION21.8(c); or

(g)  Aguaranty of TCA’s obligations under its revolving line of credit and for anyprivately placed or publicly issued debt.

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

21.7  PROHIBITEDTRANSACTIONS. Tenant shall not permit to exist or enter into any agreement orarrangement whereby it engages in a transaction of any kind with any AffiliatedPerson

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

21.8  LIENSAND ENCUMBRANCES. Except as permitted by ARTICLE 7 and SECTION 21.5, Tenantshall not create or incur or suffer to be created or incurred or to exist anyLien 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)  Securityinterests securing the purchase price of equipment or personal property whetheracquired 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 Lienshall not exceed the cost of acquisition or construction of the propertysubject thereto;

(b)  PermittedEncumbrances;

(c)  Securityinterests in Accounts or Chattel Paper, in Support Obligations, GeneralIntangibles or Deposit Accounts relating to such Accounts or Chattel Paper, inany Instruments or Investment Property evidencing or arising from such Accountsor 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 withrespect to any property described in this SECTION 21.8(c) or in any Proceeds ofany of the foregoing (capitalized terms used in this SECTION 21.8(c) withoutdefinition being used as defined in or for purposes of Article 9 of the UniformCommercial Code as in effect in the Commonwealth of Massachusetts); or

(d)  Aspermitted pursuant to SECTION 21.5.

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

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

21.10  BANKRUPTCYREMOTE 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 suchother actions, as may from time to time be necessary to qualify Tenant as a “bankruptcyremote entity”, PROVIDED THAT Landlord shall reimburse Tenant for all costs andexpenses reasonably incurred by Tenant in connection with the making of suchamendments or modifications.

21.11  TRADEAREA 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 similarbusiness within seventy-five (75) miles in either direction along the primaryinterstate on which any Property is located without Landlord’s consent, whichconsent may be given or withheld in Landlord’s sole discretion.

ARTICLE 22

ARBITRATION

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

In the eventLandlord or Tenant shall elect to submit any such dispute to arbitrationhereunder, Landlord and Tenant shall each appoint and pay all fees of a fit andimpartial person as arbitrator with at least ten (10) years’ recentprofessional experience in the general subject matter of the dispute. Notice ofsuch appointment shall be sent in writing by each party to the other, and thearbitrators 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

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submitted, shall appointa third arbitrator. If either Landlord or Tenant shall fail to appoint anarbitrator, as aforesaid, for a period of twenty (20) days after written noticefrom the other party to make such appointment, then the arbitrator appointed bythe party having made such appointment shall appoint a second arbitrator andthe two (2) so appointed shall, in the event of their failure to agree upon anydecision within thirty (30) days thereafter, appoint a third arbitrator. Ifsuch arbitrators fail to agree upon a third arbitrator within forty five (45)days after the appointment of the second arbitrator, then such third arbitratorshall be appointed by the American Arbitration Association from its qualifiedpanel of arbitrators, and shall be a person having at least ten (10) years’recent professional experience as to the subject matter in question. The feesof the third arbitrator and the expenses incident to the proceedings shall beborne equally between Landlord and Tenant, unless the arbitrators decideotherwise. The fees of respective counsel engaged by the parties, and the feesof expert witnesses and other witnesses called for the parties, shall be paidby the respective party engaging such counsel or calling or engaging suchwitnesses.

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

Landlord andTenant acknowledge and agree that, to the extent any such dispute shall involveany Manager and be subject to arbitration pursuant to such Manager’s ManagementAgreement, Landlord and Tenant shall cooperate to consolidate any sucharbitration hereunder and under such Management Agreement into a singleproceeding.

ARTICLE 23

MISCELLANEOUS

23.1  LIMITATIONON PAYMENT OF RENT. All agreements between Landlord and Tenant herein arehereby expressly limited so that in no contingency or event whatsoever, whetherby reason of acceleration of Rent, or otherwise, shall the Rent or any otheramounts payable to Landlord under this Agreement exceed the maximum permissibleunder applicable law, the benefit of

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

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

23.3  REMEDIESCUMULATIVE. To the maximum extent permitted by law, each legal, equitable orcontractual right, power and remedy of Landlord or Tenant, now or hereafterprovided either in this Agreement or by statute or otherwise, shall becumulative and concurrent and shall be in addition to every other right, powerand 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 shallnot preclude the simultaneous or subsequent exercise by Landlord of any or allof such other rights, powers and remedies.

23.4  SEVERABILITY.Any clause, sentence, paragraph, section or provision of this Agreement held bya court of competent jurisdiction to be invalid, illegal or ineffective shallnot impair, invalidate or nullify the remainder of this Agreement, but ratherthe effect thereof shall be confined to the clause, sentence, paragraph,section or provision so held to be invalid, illegal or ineffective, and thisAgreement shall be construed as if such invalid, illegal or ineffectiveprovisions had never been contained therein.

23.5  ACCEPTANCEOF SURRENDER. No surrender to Landlord of this Agreement or of the LeasedProperty or any part thereof, or

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

23.6  NOMERGER OF TITLE. It is expressly acknowledged and agreed that it is the intentof the parties that there shall be no merger of this Agreement or of theleasehold estate created hereby by reason of the fact that the same Person mayacquire, own or hold, directly or indirectly, this Agreement or the leaseholdestate created hereby and the fee estate or ground landlord’s interest in theLeased Property.

23.7  CONVEYANCEBY LANDLORD. If Landlord or any successor owner of all or any portion of theLeased Property shall convey all or any portion of the Leased Property inaccordance with the terms hereof other than as security for a debt, and thegrantee or transferee of such of the Leased Property shall expressly assume allobligations of Landlord hereunder arising or accruing from and after the dateof such conveyance or transfer, Landlord or such successor owner, as the casemay be, shall thereupon be released from all future liabilities and obligationsof Landlord under this Agreement with respect to such of the Leased Propertyarising or accruing from and after the date of such conveyance or othertransfer and all such future liabilities and obligations shall thereupon bebinding upon the new owner.

23.8  QUIETENJOYMENT. Tenant shall peaceably and quietly have, hold and enjoy the RealProperty (other than the Retained Buildings) for the Term, free of hindrance ormolestation by Landlord or anyone claiming by, through or under Landlord, butsubject to (a) any Encumbrance permitted under ARTICLE 20 or otherwisepermitted to be created by Landlord hereunder, (b) all Permitted Encumbrances,(c) liens as to obligations of Landlord that are either not yet due or whichare being contested in good faith and by proper proceedings, provided the samedo not materially interfere with Tenant’s ability to operate any Travel Centerand (d) liens that have been consented to in writing by Tenant. Except asotherwise provided in this Agreement, no failure by Landlord to comply with theforegoing covenant shall give Tenant any right to cancel or terminate thisAgreement or abate, reduce or make a deduction from or offset against the Rentor any other sum payable under this Agreement, or to fail to perform any otherobligation of Tenant hereunder.

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23.9  NORECORDATION. Neither Landlord nor Tenant shall record this Agreement.

23.10  NOTICES.

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

(b)  Allnotices required or permitted to be sent hereunder shall be deemed to have beengiven 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 dateof receipt or refusal, except that whenever under this Agreement a notice iseither received on a day which is not a Business Day or is required to bedelivered on or before a specific day which is not a Business Day, the day ofreceipt or required delivery shall automatically be extended to the nextBusiness Day.

(c)  Allsuch notices shall be addressed,

if to Landlord:

c/o Hospitality Properties Trust400 Centre StreetNewton, Massachusetts  02458Attn:  Mr. John G. Murray[Telecopier No. (617) 969-5730]

if to Tenant:

c/o TravelCenters of America LLC24601 Center Ridge RoadWestlake, Ohio  44145Attn:  Mr. John R. Hoadley[Telecopier No. (617)-796-8349]

(d)  Bynotice given as herein provided, the parties hereto and their respectivesuccessors and assigns shall have the right from time to time and at any timeduring the term of this Agreement to change their respective addresseseffective upon

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

23.11  CONSTRUCTION.Anything contained in this Agreement to the contrary notwithstanding, allclaims against, and liabilities of, Tenant or Landlord arising prior to anydate of termination or expiration of this Agreement with respect to the LeasedProperty shall survive such termination or expiration. In no event shallLandlord be liable for any consequential damages suffered by Tenant as theresult of a breach of this Agreement by Landlord. Neither this Agreement norany provision hereof may be changed, waived, discharged or terminated except byan instrument in writing signed by the party to be charged. All the terms and provisionsof this Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns. Each term or provision ofthis Agreement to be performed by Tenant shall be construed as an independentcovenant and condition. Time is of the essence with respect to the provisionsof this Agreement. Except as otherwise set forth in this Agreement, anyobligations of Tenant (including without limitation, any monetary, repair andindemnification obligations) and Landlord shall survive the expiration orsooner termination of this Agreement. Tenant hereby acknowledges that theagreement between Landlord and Tenant to treat this Agreement as a single leasein all respects was and is of primary importance, and a material inducement, toLandlord to enter into this Agreement. Without limiting the generality of theforegoing, the parties hereto acknowledge that this Agreement constitutes asingle lease of the Leased Property and is not divisible notwithstanding anyreferences herein to any individual Property and notwithstanding thepossibility that certain individual Properties may be deleted herefrom pursuantto the express provisions of this Agreement.

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

23.13  APPLICABLELAW, ETC. Except as to matters regarding the internal affairs of Landlord andissues of or limitations on

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

23.14  RIGHTTO MAKE AGREEMENT. Each party warrants, with respect to itself, that neitherthe execution of this Agreement, nor the consummation of any transactioncontemplated hereby, shall violate any provision of any law, or any judgment,writ, injunction, order or decree of any court or governmental authority havingjurisdiction over it; nor result in or constitute a breach or default under anyindenture, contract, other commitment or restriction to which it is a party orby which it is bound; nor require any consent, vote or approval which has notbeen given or taken, or at the time of the transaction involved shall not havebeen given or taken. Each party covenants that it has and will continue to havethroughout the term of this Agreement and any extensions thereof, the fullright to enter into this Agreement and perform its obligations hereunder.

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

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

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IN WITNESSWHEREOF, the parties have executed this Agreement as a sealed instrument as ofthe 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 |

 

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EXHIBITSA-1 THROUGH A-146

LAND

[TheExhibit to this agreement has been omitted and will be supplementally furnishedby the Securities and Exchange Commission upon request]

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EXHIBITB

ADDRESSESFOR RETAINED BUILDINGS

[TheExhibit to this agreement has been omitted and will be supplementally furnishedby the Securities and Exchange Commission upon request]

 

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EXHIBITC

LISTOF CAPITAL ADDITIONS

[TheExhibit to this agreement has been omitted and will be supplementally furnishedby the Securities and Exchange Commission upon request]

 

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