Mr. John G. Murray
Telecopier No. (617) 969-5730
69
if to Tenant:
c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio
44145
Attn:
Mr. Thomas M. O'Brien
Telecopier No. (440)808-3301
(D)
BY NOTICE GIVEN AS HEREIN PROVIDED, THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL HAVE THE RIGHT
FROM TIME TO TIME AND AT ANY TIME DURING THE TERM OF THIS AGREEMENT TO CHANGE
THEIR RESPECTIVE ADDRESSES EFFECTIVE UPON RECEIPT BY THE OTHER PARTIES OF SUCH
NOTICE AND EACH SHALL HAVE THE RIGHT TO SPECIFY AS ITS ADDRESS ANY OTHER ADDRESS
WITHIN THE UNITED STATES OF AMERICA.
23.11
CONSTRUCTION.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, ALL CLAIMS AGAINST, AND LIABILITIES OF, TENANT OR LANDLORD
ARISING PRIOR TO ANY DATE OF TERMINATION OR EXPIRATION OF THIS AGREEMENT WITH
RESPECT TO THE LEASED PROPERTY SHALL SURVIVE SUCH TERMINATION OR EXPIRATION.
IN
NO EVENT SHALL LANDLORD BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES SUFFERED BY
TENANT AS THE RESULT OF A BREACH OF THIS AGREEMENT BY LANDLORD.
NEITHER THIS
AGREEMENT NOR ANY PROVISION HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR
TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE
CHARGED.
ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS. EACH TERM OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY TENANT
SHALL BE CONSTRUED AS AN INDEPENDENT COVENANT AND CONDITION.
TIME IS OF THE
ESSENCE WITH RESPECT TO THE PROVISIONS OF THIS AGREEMENT.
TENANT HEREBY
ACKNOWLEDGES THAT THE AGREEMENT BETWEEN LANDLORD AND TENANT TO TREAT THIS
AGREEMENT AS A SINGLE LEASE IN ALL RESPECTS WAS AND IS OF PRIMARY IMPORTANCE,
AND A MATERIAL INDUCEMENT, TO LANDLORD TO ENTER INTO THIS AGREEMENT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES HERETO ACKNOWLEDGE THAT
THIS AGREEMENT CONSTITUTES A SINGLE LEASE OF THE LEASED PROPERTY AND IS NOT
DIVISIBLE NOTWITHSTANDING ANY REFERENCES HEREIN TO ANY INDIVIDUAL PROPERTY AND
NOTWITHSTANDING THE POSSIBILITY THAT CERTAIN INDIVIDUAL PROPERTIES MAY BE
DELETED HEREFROM PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT.
23.12
COUNTERPARTS; HEADINGS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL
70
CONSTITUTE AN ORIGINAL, BUT WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE
INSTRUMENT AND SHALL BECOME EFFECTIVE AS OF THE DATE HEREOF WHEN COPIES HEREOF,
WHICH, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE PARTIES HERETO
SHALL HAVE BEEN SIGNED.
HEADINGS IN THIS AGREEMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR AFFECT THE MEANING OF THE PROVISIONS
HEREOF.
23.13
APPLICABLE LAW, ETC.
EXCEPT AS TO MATTERS REGARDING THE INTERNAL AFFAIRS
OF LANDLORD AND ISSUES OF OR LIMITATIONS ON ANY PERSONAL LIABILITY OF THE
SHAREHOLDERS AND TRUSTEES OR DIRECTORS OF LANDLORD FOR OBLIGATIONS OF LANDLORD,
AS TO WHICH THE LAWS OF THE STATE OF MARYLAND SHALL GOVERN, THIS AGREEMENT SHALL
BE INTERPRETED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE COMMONWEALTH OF