Howard J. Kaplan and Brenda L. Kaplan, et al. - Page 5

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                         (a) Land:  The parcel of land more particu-                  
                    larly described on Exhibit A (herein the “Par-                    
                    cel”);                                                            
                         (b) Improvements:  All buildings, struc-                     
                    tures, fixtures and improvements erected or lo-                   
                    cated on the Parcel, or affixed thereto (herein                   
                    the “Improvements”);                                              
                  *       *       *       *       *       *       *                   
                    TO HAVE AND TO HOLD the Demised Premises unto                     
               Lessee, its successors and permitted assigns, upon and                 
               subject to all of the terms, covenants, conditions,                    
               conditional limitations and agreements herein con-                     
               tained, for a term commencing on April 21, 1997 (herein                
               the “Commencement Date”) and expiring twenty (20) years                
               later, or until said term is sooner terminated pursuant                
               to any of the conditional limitations or other provi-                  
               sions hereof (herein the “Primary Term”).  For purposes                
               hereof, the Term “Lease Year” means a period of one                    
               (1) year commencing on the Commencement Date or the                    
               annual anniversary date thereof.                                       
                    The Lessee shall have the right to extend the                     
               Primary Term for an additional two (2) five (5) year                   
               periods (the “Additional Terms”; the Primary Term and                  
               any Additional Terms, hereafter, the “Term”).  The                     
               Lessee must exercise said option to extend in writing                  
               no later than six (6) months prior to the expiration of                
               the Primary Term or Additional Terms * * *.                            
                    2.   Title to Demised Premises.  The Demised                      
               Premises shall be demised and let by Lessor unto Lessee                
               free and clear of any and all liens, leases, mortgages,                
               pledges, security interests, conditional sale agree-                   
               ments, charges, claims, options, and other encumbrances                
               of any kind or nature whatsoever (collectively “Encum-                 
               brances”), except the following (collectively the                      
               “Permitted Encumbrances”):                                             
                         (a) Zoning Laws:  The provisions of all                      
                    applicable zoning laws;                                           
                         (b) Taxes:  The liens of current real estate                 
                    and personal property taxes not delinquent; and                   






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