IN ACCORDANCE WITH THE TERMS HEREOF OTHER THAN AS SECURITY FOR A DEBT,
AND THE GRANTEE OR TRANSFEREE OF SUCH OF THE LEASED PROPERTY SHALL EXPRESSLY
ASSUME ALL OBLIGATIONS OF LANDLORD HEREUNDER ARISING OR ACCRUING FROM AND AFTER
THE DATE OF SUCH CONVEYANCE OR TRANSFER, LANDLORD OR SUCH SUCCESSOR OWNER, AS
THE CASE MAY BE, SHALL THEREUPON BE RELEASED FROM ALL FUTURE LIABILITIES AND
OBLIGATIONS OF LANDLORD UNDER THIS AGREEMENT WITH RESPECT TO SUCH OF THE LEASED
PROPERTY ARISING OR ACCRUING FROM AND AFTER THE DATE OF SUCH CONVEYANCE OR OTHER
TRANSFER AND ALL SUCH FUTURE LIABILITIES AND OBLIGATIONS SHALL THEREUPON BE
BINDING UPON THE NEW OWNER.
23.8
QUIET ENJOYMENT.
TENANT SHALL PEACEABLY AND QUIETLY HAVE, HOLD AND ENJOY
THE LEASED PROPERTY FOR THE TERM, FREE OF HINDRANCE OR MOLESTATION BY LANDLORD
OR ANYONE CLAIMING BY, THROUGH OR UNDER LANDLORD, BUT SUBJECT TO (A) ANY
ENCUMBRANCE
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PERMITTED UNDER ARTICLE 20 OR OTHERWISE PERMITTED TO BE CREATED BY LANDLORD
HEREUNDER, (B) ALL PERMITTED ENCUMBRANCES, (C) LIENS AS TO OBLIGATIONS OF
LANDLORD THAT ARE EITHER NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH
AND BY PROPER PROCEEDINGS, PROVIDED THE SAME DO NOT MATERIALLY INTERFERE WITH
TENANT'S ABILITY TO OPERATE ANY TRAVEL CENTER AND (D) LIENS THAT HAVE BEEN
CONSENTED TO IN WRITING BY TENANT.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, NO FAILURE BY LANDLORD TO COMPLY WITH THE FOREGOING COVENANT SHALL
GIVE TENANT ANY RIGHT TO CANCEL OR TERMINATE THIS AGREEMENT OR ABATE, REDUCE OR
MAKE A DEDUCTION FROM OR OFFSET AGAINST THE RENT OR ANY OTHER SUM PAYABLE UNDER
THIS AGREEMENT, OR TO FAIL TO PERFORM ANY OTHER OBLIGATION OF TENANT HEREUNDER.
23.9
NO RECORDATION.
NEITHER LANDLORD NOR TENANT SHALL RECORD THIS AGREEMENT.
23.10
NOTICES.
(A)
ANY AND ALL NOTICES, DEMANDS, CONSENTS,
APPROVALS, OFFERS, ELECTIONS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
UNDER THIS AGREEMENT SHALL BE DEEMED ADEQUATELY GIVEN IF IN WRITING AND THE SAME
SHALL BE DELIVERED EITHER IN HAND, BY TELECOPIER WITH WRITTEN ACKNOWLEDGMENT OF
RECEIPT, OR BY MAIL OR FEDERAL EXPRESS OR SIMILAR EXPEDITED COMMERCIAL CARRIER,
ADDRESSED TO THE RECIPIENT OF THE NOTICE, POSTPAID AND REGISTERED OR CERTIFIED
WITH RETURN RECEIPT REQUESTED (IF BY MAIL), OR WITH ALL FREIGHT CHARGES PREPAID
(IF BY FEDERAL EXPRESS OR SIMILAR CARRIER).
(B)
ALL NOTICES REQUIRED OR PERMITTED TO BE SENT
HEREUNDER SHALL BE DEEMED TO HAVE BEEN GIVEN FOR ALL PURPOSES OF THIS AGREEMENT
UPON THE DATE OF ACKNOWLEDGED RECEIPT, IN THE CASE OF A NOTICE BY TELECOPIER,
AND, IN ALL OTHER CASES, UPON THE DATE OF RECEIPT OR REFUSAL, EXCEPT THAT
WHENEVER UNDER THIS AGREEMENT A NOTICE IS EITHER RECEIVED ON A DAY WHICH IS NOT
A BUSINESS DAY OR IS REQUIRED TO BE DELIVERED ON OR BEFORE A SPECIFIC DAY WHICH
IS NOT A BUSINESS DAY, THE DAY OF RECEIPT OR REQUIRED DELIVERY SHALL
AUTOMATICALLY BE EXTENDED TO THE NEXT BUSINESS DAY.
(C)
ALL SUCH NOTICES SHALL BE ADDRESSED,
if to Landlord:
c/o Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts
02458
Attn: