**Exhibit 10.2**

**MANAGEMENT AND SHARED SERVICESAGREEMENT**

THIS MANAGEMENT AND SHARED SERVICES AGREEMENT(this “Agreement”) is made and entered into as of January 31, 2007, byand between TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company(the “Company”), and REIT MANAGEMENT & RESEARCH LLC, a Delawarelimited liability company (“RMR”).

WHEREAS, the Company wishes to: (i) purchase fromRMR certain management and administrative services designed to assist theCompany in the management and oversight of the Company’s daily businessactivities, and (ii) make use of the advice and assistance of RMR andinformation available to RMR, and to have RMR undertake the duties andresponsibilities hereinafter set forth, allin the manner and pursuant to terms and conditions as more specificallydescribed herein; and

WHEREAS, RMR is a company that provides management and administrativeservices, and RMR desires to provide those services requested by the Company onthe terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoingand of the mutual covenants and agreements set forth herein, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the parties heretoagree as follows:

# Section 1.Management Services.

## 1.1                                 Management Services to be Rendered.  RMRshall provide the Company with the management services described below (each, a“Service”, and collectively, the “Services”), in each case to theextent requested by the Company:

### (a)                                  Maintenance andRepairs.  Advice in obtaining, whenappropriate, the services of property managers or management firms to performcustomary property management services with regard to the hospitality and fuelservice facilities (each a “Travel Center”) operated or owned by or inthe possession of the Company or any subsidiary thereof; performance of suchsupervisory, evaluation or monitoring services on behalf of the Company withrespect to the activities of those property managers or management firms aswould be performed by a prudent operator, owner or lessee in the Company’sbusiness, including but not limited to, supervising the activities of propertymanagers or management firms, reviewing the maintenance and renovation needsfor governmental or regulatory compliance at the Company’s properties,assessing capital and engineering projects, property inspections, andparticipating in property management budgeting, but excluding the actualon-site property management functions performed by Company personnel, propertymanagers or management firms.

### (b)                                 Site Selection,Etc.  Advice in site selection ofproperties on which new Travel Centers may be developed, and in theidentification and acquisition of new and existing Travel Centers and travelcenter companies.

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### (c)                                  Accounting Support.Advice and assistance with accounting, tax, audit and financial reporting ofthe Company, including, without limitation, advice and assistance in (i)setting up and maintaining systems for financial record keeping; (ii)conducting the administration of the day-to-day bookkeeping and accountingfunctions as are required for the proper management of the assets of theCompany; (iii) establishing and implementing internal audit functions; (iv)contracting for and supervising the process for independent annual audits; and(v) preparation of financial reports as may be required by any governmentalauthority in connection with the ordinary conduct of the Company’s business,including without limitation, periodic reports, returns or statements requiredunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”),the Internal Revenue Code of 1986, as amended (the “Code”), thesecurities and tax statutes of any jurisdiction in which the Company isobligated to file such reports, or the rules and regulations promulgated underany of the foregoing.

### (d)                                 Capital Markets and Investment Advice andAssistance.

#### (1)                                  Equity Capital Markets.  Adviceand assistance relating to equity capital raising transactions, but notincluding solicitation of investors as a broker, dealer or underwriter in anycapital raising transactions.

#### (2)                                  Debt Financing.  Advice and assistance relatingto revolving lines of credit and other issuances of indebtedness.

#### (3)                                  Investment.  Advice and assistance relating to investmentsand other growth opportunities as may come to the attention of the Company orRMR, including without limitation, acquisitions, joint ventures and otherbusiness expansion transactions.

### (e)                                  Cash Management. Advice and assistance in (i) operating and managing the Company’scollection systems, concentration systems and electronic disbursements; (ii)managing the Company’s short-term investments, including the acquisition andsale of money market instruments or other temporary investments in accordancewith the Company’s policies; (iii)maintaining bank accounts, including opening and closing of operating, securitydeposits, local depository and petty cash accounts; (iv) bank administration;and (v) maintaining bank relationships.

### (f)                                    CommonSupport Services.  Provide applicablecommon services, such as certain secretarial services to support personnel ofthe Company as is reasonably necessary.

### (g)                                 Human Resources.  Advice and assistance inmanagement of the Company’s 401(k) plan, Company employee recruitment,performance evaluation and establishment of salary, bonus and othercompensation scales and executive and staff employee structure.

### (h)                                 Insurance Administration.  Adviceand assistance in (i) securing all forms of insurance, including property,casualty, workers’ compensation; (ii) managing insurance policies; (iii)negotiation of premiums and arranging payment terms; (iv) managing claims; and(v) preparation of loss analysis.  Theamount and levels of insurance shall be determined in the sole and absolutediscretion of the Company.

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### (i)                                     InvestorRelations.  Advice and assistance in the preparation andcoordination of (i) annual and quarterly reports to shareholders; (ii)presentations to the public; (iii) public relations; (iv) preparation ofmarketing materials; (v) internet web-site; and (vi) investor relationsservices.

### (j)                                     Legal.  Advice and assistance in reviewof and advice concerning Company contracts and agreements, coordination andsupervision of all third party legal services and oversight of processing ofclaims by or against the Company.

### (k)                                  Management Information Systems.

#### (1)                                  Applications Development.  Adviceand assistance related to development and maintenance of Company informationtechnology system applications, including, without limitation, intra-net,financial, accounting and clerical systems.

#### (2)                                  Telecommunications.  Adviceand assistance related to design, operation and maintenance of networkinfrastructure, including telephone and data transmission lines, voice mail,facsimile machines, cellular phones, pager, etc.; negotiation of contracts withthird party vendors and suppliers; and local area network and wide area networkcommunications support.

#### (3)                                  Operations/Technical Support and User Support.  Adviceand assistance related to design, maintenance and operation of the computingenvironment, including business specific applications, network wideapplications, electronic mail and other systems; managing the purchase andmaintenance of equipment, including hardware and software; configuration,installation and support of computer equipment; and education and training ofthe user community.

### (l)                                     Research.  Advice and assistance in theconduct of market research reports and special research assignments;investigation and evaluation of investment, financing, refinancing, leasing andother business opportunities; and making recommendations concerning theseopportunities.

### (m)                               Securities Filings.  Advice and assistance in the preparation andfiling of periodic and other reports required to be filed by Sections 13 and 15of the Exchange Act; advice and assistance in the preparation and filing of alloffering documents (public and private), and all registration statements,prospectuses or other documents filed with the Securities and ExchangeCommission (the “SEC”) or any state (it being understood that theCompany shall be responsible for the content of any and all of its offeringdocuments and SEC filings, and RMR shall not be held liable for any costs orliabilities arising out of any misstatements or omissions in the Company’soffering documents or SEC filings, whether or not material, and the Companyshall indemnify RMR from such costs and liabilities).

### (n)                                 Special Projects.  Adviceand assistance in special projects and such other services within the scopecontemplated by this Agreement although not expressly covered elsewhere in thissubsection 1.1.

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### (o)                                 Supervision ofThird Party Manager Arrangements. Advice and oversight concerning the Company’s relationship with any andall, current or future, third party managers of its current or futurefacilities or properties.

### (p)                                 Tax Administration.  Adviceand assistance in the preparation, review and filing of all federal, state andother required tax returns and tax related matters.  All tax matters shall be determined by theCompany in its absolute and sole discretion.

## 1.2                                 Performance of Services.  RMRcovenants that it will perform or cause to be performed the Services in atimely, efficient and workmanlike manner. RMR further covenants that it will maintain or contract for a sufficientstaff of trained personnel to enable it to perform the Services hereunder.  With the Company’s approval, RMR may retainthird parties or its affiliates to provide certain of the Serviceshereunder.  In such cases, andnotwithstanding anything herein to the contrary, the Company shall reimburseRMR for its actual out-of-pocket costs and expenses for arranging for suchServices (including, without limitation, the fees and costs of such thirdparties or affiliates). Any arrangements between RMR and its affiliates for theprovision of Services hereunder shall be commercially reasonable and on termsnot less favorable than those which could be obtained from unaffiliated thirdparties.  All services shall be performedas requested and/or authorized by the Company from time to time.

## 1.3                                 Compensation.

### (a)                                  Payment for Services.  RMRshall be paid a fee (the “Service Fee”) for the Services provided to theCompany under this Agreement equal to the sum of (i) 0.6% of the gross fuelmargin and (ii) 0.6% of the total non-fuel revenues (collectively, “Revenues”)of the Company and its subsidiaries determined in accordance with generallyaccepted accounting principles (“GAAP”). The Service Fee shall be estimated and paid monthly by the Company inadvance based upon the prior calendar month’s Revenues, and such payment shallbe paid within 15 calendar days of the end of the applicable prior calendarmonth.  The calculation of the fee forany month shall be based upon the Company’s monthly financial statements.  A copy of the computations (in reasonabledetail) shall promptly be delivered to RMR accompanied by payment of theService Fee thereon to be due and payable. The Service Fee shall be pro-rated for any partial month thisAgreement shall be in effect.

The aggregate Service Fee paid in any fiscal year shall be subject toadjustment as of the end of that year. On or before the 30th day after public availability of the Company’sannual audited financial statements for each fiscal year, the Company shalldeliver to RMR a notice setting forth (i) the Company’s Revenues for such year,(ii) the Company’s computation of the Service Fee payable for such year and(iii) the amount of the Service Fee theretofore paid to RMR in respect of suchyear.  If the Service Fee payable for anyfiscal year exceeds the aggregate amounts previously paid by the Company, theCompany shall pay the deficit to RMR at the time of delivery of such notice. Ifthe aggregate Service Fee payable for any fiscal year as shown in the notice isless than the aggregate amounts previously paid by the Company, the Companyshall specify in such notice whether RMR should (i) refund to the Company anamount equal to the difference or (ii) grant the Company a credit against theService Fee next coming due in the amount of the difference until that amounthas been fully paid or otherwise discharged.

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### (b)                                 PaymentSubordination.  No Service Feepayments shall be paid by the Company to RMR if any of the contractual rentobligations of the Company or any of its subsidiaries to Hospitality PropertiesTrust or any of its subsidiaries (collectively “HPT”) pursuant to anylease agreement are past due.  AnyService Fee payment unpaid as a result of the preceding sentence shall accrueinterest until paid at the Prime Rate (as defined below), and shall beautomatically due and payable:  (i) whenthe condition preventing the payment of such Service Fee is no longer ineffect, (ii) upon any termination of the Agreement, or (iii) upon theoccurrence of any event of default by the Company enumerated in subsection3.2.  This subsection 1.3(b) is onlyintended to define the relative rights of RMR and HPT.  Without intending to limit the generality ofthe foregoing, nothing in this subsection 1.3(b) shall: (i) impair, as betweenthe Company and RMR, the obligation of the Company to pay any amounts owinghereunder in accordance with the terms hereof; or (ii) affect the relativerights of RMR and creditors of the Company other than HPT.  For purposes of this Agreement, “PrimeRate” shall mean the Prime Rate or base rate on corporate loans at largeU.S. money center commercial banks as published in the Wall Street Journalor, if publication of such rate shall be suspended or terminated, Prime Rateshall mean the annual rate of interest, determined daily and expressed as apercentage, from time to time announced by one of the three largest national orNew York State chartered banking institutions having their principal office inNew York, New York and selected by RMR at the time such publication issuspended or terminated. All interest hereunder shall be calculated on thebasis of actual days elapsed and a 360-day year.

## 1.4                                 Reimbursement.  The Company will reimburse RMRfor (i) reasonable out-of-pocket travel and lodging expenses of RMR personnelin providing the Services and (ii) reasonable out-of-pocket third partyexpenses incurred by RMR in connection with its performance of the Services andfor the Company’s share, if any, of technology infrastructure and internalaudit costs that are provided to the Company and to other customers of RMR, ineach case within 30 days of receipt of the invoice therefor, but only to theextent that the Company shall have approved such expenses and costs.  RMR shall submit to the Company suchreports detailing said expenses and supporting receipts and bills, or othersuitable evidence, as may be reasonably requested by the Company.

# Section2.Limitations.

## 2.1                                 Limits of RMRResponsibility.  RMR assumes noresponsibility other than to render the services described herein in subsections1.1 and 4.1 in good faith and shall not be responsible for anyaction of the Company in following or declining to follow any advice orrecommendation of RMR.

## 2.2                                 Third Party Costs.  Except to the extent expressly providedherein to the contrary, all third party costs incurred in connection withactions to be taken by the Company shall solely be the responsibility of theCompany, including, but not limited to, all listing and registration fees orother costs of the SEC, any state or local governments, any national securitiesexchange and the NASD, Inc.

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# Section 3.Term; Termination.

## 3.1                                 Term.  The initial term of thisAgreement shall commence on the date hereof and expire on December 31, 2008(the “Initial Term”) and shall be automatically renewed for successiveone-year terms (each, a “Renewal Term”) upon the expiration of theInitial Term and each Renewal Term unless notice of non-renewal is given inwriting by the Company or RMR not less than ninety (90) calendar days beforethe expiration of the Initial Term or any Renewal Term.

## 3.2                                 Default;Bankruptcy; Etc.  At the option ofthe nondefaulting party, this Agreement may be terminated immediately bywritten notice from the nondefaulting party to the defaulting party if any ofthe following events shall have occurred:

### (a)                                  RMR or the Companyshall have violated any provision of this Agreement and, after written noticefrom the Company or RMR, as the case may be, of the violation, shall havefailed to cure the default within thirty days;

### (b)                                 a petition shall havebeen filed against RMR or the Company for an involuntary proceeding under anyapplicable bankruptcy, insolvency or other similar law now or hereafter in effect,and that petition shall not have been dismissed within ninety days of filing;or a court having jurisdiction shall have appointed a receiver, liquidator,assignee, custodian, trustee, sequestrator or similar official of RMR or theCompany for any substantial portion of its property, or ordered the winding upor liquidation of its affairs, and that appointment or order shall not havebeen rescinded or vacated within ninety days of the appointment or order;

### (c)                                  RMR or the Companyshall have commenced a voluntary proceeding under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, or shall have madeany general assignment for the benefit of creditors, or shall have failedgenerally to pay its debts as they became due; or

### (d)                                 any Change in Control(as defined in Section 10) of the Company.

## 3.3                                 Action UponTermination.  From and after theeffective date of any termination of this Agreement by the Company pursuant to subsection3.2, RMR shall be entitled to no compensation for services renderedhereunder for the remainder of the then current term of this Agreement butshall be paid all compensation due for services performed prior to termination,including, without limitation the then current year’s Service Fee through thedate of termination.  In the event of anytermination of this Agreement by RMR pursuant to subsection 3.2, RMRshall be entitled to compensation for the remainder of the then current term ofthis Agreement.  Upon the expiration orsooner termination of this Agreement, RMR immediately shall deliver to theCompany all property and documents of the Company then in its custody orpossession. This subsection 3.3 shall govern the rights, liabilities andobligations of the parties upon termination of this Agreement; and, except asprovided in Section 7, a termination shall be without further liabilityof either party to the other for breach or violation of this Agreement prior totermination.

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# Section 4.Senior Executives.

## 4.1                                 AdditionalServices.  To the extent requested bythe Company, RMR shall make its executive officers and directors reasonablyavailable to the Company for the provision of additional services, includingday-to-day activities enumerated in subsection 1.1.  Theparties acknowledge and agree that no additional compensation shall be due andpayable for any additional services requested by the Company and provided byexecutive officers and directors of RMR pursuant to this subsection 4.1.

## 4.2                                 Co-Employment ofSenior Executives.  The partiesacknowledge and agree that certain senior executives of the Company may beemployees of both the Company and RMR. Each of the Company and RMR shall be solely responsible for payment ofcompensation to such senior executives for services rendered to or on behalf ofsuch party in their capacity as an employee of such party.

# Section5.Prevention of Performance.

RMR shall not be determined to be in violation ofthis Agreement if it is prevented from performing any Services hereunder forany reason beyond its reasonable control, including without limitation, acts ofGod, nature, or of public enemy, strikes, or limitations of law, regulations orrules of the Federal or of any state or local government or of any agencythereof.

# Section6.RMR Restrictions.

Other than activities or arrangements existing as of the date hereof orthose consented to by the Company, RMR shall not directly or indirectly provideany advice or assistance to any business or enterprise that is competitive withthe Company’s business, including, but not limited to, any business orenterprise that manages or operates travel centers along the North Americanhighway system.

# Section 7.Indemnification; Remedies.

## 7.1                                 By the Company.  The Company shall indemnify,defend and hold RMR, and its directors, officers, employees and agents harmlessfrom and against any and all damages, claims, losses, expenses, costs,obligations and liabilities, including, without limiting the generality of theforegoing, liabilities for all reasonable attorneys’, accountants’ and experts’fees and expenses incurred (collectively, “Losses and Expenses”) orsuffered by them by reason of or arising out of the course of performing the Services and any duties on behalf of theCompany and its subsidiaries as prescribed hereby, except for matters coveredby subsection 7.2 hereof.

## 7.2                                 By RMR.  RMR shall indemnify, defend andhold the Company and its subsidiaries and their respective directors, trustees,officers, employees and agents harmless from and against Losses and Expensessuffered by them by reason of or arising out of any willful bad faith or grossnegligence in the performance of any obligation or agreement of RMR herein.

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## 7.3                                 Company Remedies.  Exceptas otherwise provided in subsection 7.2 hereof, RMR does not assume anyresponsibility under this Agreement other than to render the Services calledfor under this Agreement in good faith. Except as otherwise provided in subsection 7.2 hereof, the Company’sremedy on account of the failure of RMR to render the Services as and whenrequired hereunder shall be to terminate this Agreement; provided however, thatif RMR acts with willful bad faith or gross negligence, the Company’s remedyshall be to procure services elsewhere and to charge RMR the difference betweenthe reasonable increased cost, if any, to procure new services, and the ServiceFee, pro-rated, that would have been payable to RMR had RMR performed suchServices under this Agreement.

## 7.4                                 RMR Remedies.  Except as otherwise provided in subsection7.1, the Company does not assume any responsibility under this Agreement otherthan to pay the Service Fee in accordance with the terms of thisAgreement.  Except as otherwise providedin subsection 7.1, RMR’s sole remedy on account of the failure of the Companyto pay the Service Fee as and when required under this Agreement shall be toterminate this Agreement and receive the Service Fee payable for the thenremaining Initial Term or Renewal Term of this Agreement, as the case may be.

# Section8.Relationship of the Parties.

## 8.1                                 No Partnership orJoint Venture.  The parties are notpartners or joint venturers with each other and neither the terms of thisAgreement nor the fact that the Company and RMR have joint interests in any oneor more investments, have common employees or have a tenancy relationship shallbe construed so as to make them partners or joint venturers or impose anyliability on either of them.

## 8.2                                 Conflicts ofInterest.  The parties acknowledgethat, as of the date hereof, (i) the Company and its subsidiaries lease all orsubstantially all of their real estate from HPT and may enter into additionalleases or other transactions with HPT, and (ii) RMR is the investment advisorto HPT pursuant to an advisory agreement. The parties agree that these relationships shall not affect either party’srights and obligations under this Agreement; provided, however,the Company acknowledges and agrees that whenever any conflicts of interestarise resulting from the relationships described in this subsection 8.2 or anysuch relationship as may arise or be present in the future by and between theCompany and any of RMR, Affiliates of RMR or any publicly owned entity withwhom RMR has a relationship or contract: (i) RMR will act on its own behalf andon behalf of HPT or such entity and not on the Company’s behalf, and (ii) theCompany shall make its own decisions and require and obtain the advice andassistance of independent third parties at its own cost, as it may deemnecessary.

# Section9.Records.

RMR shall maintain appropriate books and records relating to Servicesperformed pursuant to this Agreement, which books and records shall beavailable for inspection by representatives of the Company upon reasonablenotice during ordinary business hours.

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# Section10.Assignment.

 The Company may terminate thisAgreement in the event of its assignment by RMR except in the case of anassignment to a corporation, partnership, trust, or other successor entitywhich may take over the property and carry on the affairs of RMR; providedthat, following such a permitted assignment, one or more of the persons whocontrolled the operations of RMR immediately prior to the assignment shallcontrol the operations of the successor, including the performance of itsduties under this Agreement, and this successor shall be bound by the samerestrictions by which RMR was bound prior to such assignment.  A permitted assignment or any otherassignment of this Agreement by RMR shall bind the assignee hereunder in thesame manner as RMR is bound hereunder. This Agreement shall not be assignable by the Company without the priorwritten consent of RMR, except in the case of any assignment by the Company toa trust, corporation, partnership or other entity which is the successor to theCompany (so long as there is no Change in Control), in which case the successorshall be bound hereby and by the terms of said assignment in the same mannerand to the same extent as the Company is bound hereby.  For purposes of this Agreement, a “Changein Control” shall mean (a) the acquisition by any person or entity (each a “Person”),or two or more Persons acting in concert, of beneficial ownership (within themeaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options orwarrants to acquire 9.8% or more, of the outstanding shares of voting stock ofthe Company, (b) any one or more sales or conveyances to any Person of all orany material portion of the assets (including capital stock) or business of theCompany, or (c) the cessation, for any reason, of the individuals who at thebeginning of any twenty-four (24) consecutive month period commencing on thedate hereof, or any anniversary thereof, constitute the Board of Directors ofthe Company (together with any new directors whose election by such Board orwhose nomination for election by the shareholders of the Company, was approvedby a vote 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 the Company then in office.

# Section11.Arbitration.

Any and all disputes and disagreementsarising out of or relating to this Agreement, other than actions or claims forinjunctive relief or claims raised in actions or proceedings brought by thirdparties, shall be resolved through negotiations or, if the dispute is not soresolved, through binding arbitration conducted in Boston, Massachusetts underthe JAMS Comprehensive Arbitration Rules and Procedures (as revised February19, 2005), with the following amendments to those rules.  First, in no event shall the arbitration fromcommencement to issuance of an award take longer than 180 days.  Second, the arbitration tribunal shallconsist of three arbitrators and the optional appeal procedure provided for inRule 34 shall not be utilized.  Third, inlieu of the one deposition permitted in Rule 17(c) as of right and the optionalfurther depositions that may be allowed, the only deposition per side shall bea single individual or entity deposition to last no longer than one seven-hourday that each party may take of the opposing party or an individual under thecontrol of the opposing party.

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# Section12.Miscellaneous.

## 12.1                           Notices.

### (a)                                  Any and all notices,demands, consents, approvals, offers, elections and other communicationsrequired or permitted under this Agreement shall be deemed adequately given ifin writing and the same shall be delivered either in hand, or by telecopy or byFederal Express or similar expedited commercial carrier, addressed to therecipient of the notice, and with all freight charges prepaid (if by FederalExpress or similar carrier).

### (b)                                 All notices requiredor permitted to be sent hereunder shall be deemed to have been given for all purposesof this Agreement upon the date of receipt or refusal, except that wheneverunder this Agreement a notice is either received on a day which is not abusiness day or is required to be delivered on or before a specific day whichis not a business day, the day of receipt or required delivery shallautomatically be extended to the next business day.

### (c)                                  All such noticesshall be addressed:

If to the Company, to:

TravelCenters of AmericaLLC

24601 Center Ridge Road

Westlake, Ohio  44145

Attn:  John R. HoadleyTelecopy no:  (617) 796-8349

With a copy to:

TravelCenters of AmericaLLC

24601 Center Ridge Road

Westlake, Ohio  44145

Attn:  General CounselTelecopy no:  (617) 796-8349

If to RMR, to:

ReitManagement & Research LLC

400Centre Street

Newton,Massachusetts  02458

Attn:  John PopeoTelecopy no:  (617) 969-1437

### (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 receipt by the other parties of such notice and each shall havethe right to specify as its address up to two other addresses within the UnitedStates of America.

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## 12.2                           Entire Agreement.

This Agreement constitutes and sets forth theentire agreement and understanding of the parties pertaining to the subjectmatter hereof, and no prior or contemporaneous written or oral agreements,understandings, undertakings, negotiations, promises, discussions, warranties orcovenants not specifically referred to or contained herein or attached heretoshall be valid and enforceable.  Nosupplement, modification, termination in whole or in part, or waiver of thisAgreement shall be binding unless executed in writing by the party to be boundthereby.  No waiver of any of theprovisions of this Agreement shall be deemed, or shall constitute, a waiver ofany other provision hereof (whether or not similar), nor shall any such waiverconstitute a continuing waiver unless otherwise expressly provided.

## 12.3                           Binding Effect.

This Agreement shall be binding upon and shallinure to the benefit of the parties hereto, each of their respective successorsand permitted assigns.

## 12.4                           Severability.

If any provision of this Agreement shall be heldinvalid by a court with jurisdiction over the parties to this Agreement, thenand in that event such provision shall be deleted from the Agreement, whichshall then be construed to give effect to the remaining provisions thereof.  If any one or more of the provisionscontained in this Agreement or in any other instrument referred to hereinshall, for any reason, be held to be invalid, illegal or unenforceable in anyrespect, then in that event, to the maximum extent permitted by law, suchinvalidity, illegality or enforceability shall not affect any other provisionsof this Agreement or any other such instrument.

## 12.5                           Counterparts.

This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which takentogether shall be considered one and the same instrument.

## 12.6                           Amendments.

The Agreement shall not be amended, changed, modified, terminated, ordischarged in whole or in part except by an instrument in writing signed byeach of the parties hereto, or by their respective successors or assigns.

## 12.7                           Governing Law.

This Agreement shall be interpreted, construed, applied and enforced inaccordance with the laws of The Commonwealth of Massachusetts applicable tocontracts between residents of Massachusetts which are to be performed entirelywithin Massachusetts.

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## 12.8                           Captions.

The headings and titles of the various paragraphsof this Agreement are inserted merely for the purpose of convenience, and donot expressly or by implication limit, define, extend or affect the meaning orinterpretation of this Agreement or the specific terms or text of the paragraphso designated.

## 12.9                           Attorneys’ Fees.

If any arbitration or legal action is brought for the enforcement ofthis Agreement, or because of an alleged dispute, breach, default ormisrepresentation in connection with any of the provisions of this Agreement,the successful or prevailing party or parties shall be entitled to recoverreasonable attorneys’ fees and other costs incurred in that arbitration oraction in addition to any other relief to which it or they may be entitled.

## 12.10                     Survival.

The provisions of Section 7 and subsections 1.1(m), 1.2,1.4 and 3.3  of thisAgreement will survive the termination hereof.

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date first above written.
|   | TRAVELCENTERS OF AMERICA LLC        |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | /s/        John G. Murray |   |
|   |                                | Name: John G. Murray |
|   |                                | Title: President |
|   |                                |   |
|   | REIT MANAGEMENT & RESEARCH  LLC |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/        John C. Popeo |   |
|   |                                | Name: John C. Popeo |
|   |                                | Title: Senior Vice President |

 

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