PARTIES
ACKNOWLEDGE AND AGREE THAT THE EFFECTIVENESS OF THIS LEASE IS CONTINGENT UPON
THE EXECUTION OF AN AMENDMENT ("AMENDMENT") TO THAT CERTAIN LEASE BETWEEN
ENTRYPOINT, INC., PREDECESSOR IN INTEREST TO INFOGATE, INC. ("INFOGATE"), AND
LANDLORD DATED SEPTEMBER 1999 ("INFOGATE LEASE") AND THE EXECUTION OF AN
AGREEMENT BETWEEN TENANT AND INFOGATE ("INFOGATE AGREEMENT").
NOTWITHSTANDING
ANYTHING HEREIN, IF THE AMENDMENT AND THE INFOGATE AGREEMENT ARE NOT FULLY
EXECUTED BY NOVEMBER 30, 2001, TENANT MAY TERMINATE THIS LEASE AT TENANT'S
ELECTION UPON WRITTEN NOTICE TO LANDLORD.
1.3
EARLY OCCUPANCY.
SUBJECT TO THE TERMS SET
FORTH HEREIN, TENANT MAY ARRANGE WITH INFOGATE, AND LANDLORD SHALL ALLOW, TENANT
AND TENANT'S AGENTS, EMPLOYEES AND CONTRACTORS ACCESS TO THE BUILDING PRIOR TO
THE COMMENCEMENT DATE, SO THAT TENANT MAY MOVE AND INSTALL ITS FURNITURE, TRADE
FIXTURES, DATA AND TELECOMMUNICATIONS WIRING AND EQUIPMENT AND OTHER BUSINESS
EQUIPMENT IN TO THE DEMISED PREMISES (BUT NOT TO COMMENCE BUSINESS OPERATIONS AT
THE DEMISED PREMISES).
TENANT ACKNOWLEDGES THAT SECTION 20.3 BELOW SHALL APPLY
WITH RESPECT TO ANY AND ALL CLAIMS WHICH MAY ARISE AS A RESULT OF THE ENTRY BY
TENANT, ITS AGENTS, EMPLOYEES AND CONTRACTORS ON THE DEMISED PREMISES IN
ACCORDANCE WITH THIS SECTION 1.3.
TENANT'S RESPONSIBILITIES UNDER SECTION 7.1
OF THIS LEASE SHALL COMMENCE UPON SUCH EARLY OCCUPANCY AS OPPOSED TO THE
COMMENCEMENT DATE.
1.4
OPTION TO EXTEND.
TENANT SHALL HAVE ONE (1)
OPTION TO EXTEND (THE "EXTENSION OPTIONS") THE INITIAL TERM FOR A FIVE (5) YEAR
PERIOD (THE FOREGOING OPTION TERM SHALL BE REFERRED TO HEREINAFTER SOMETIMES AS
THE "OPTION TERM"), BY DELIVERING A BINDING WRITTEN NOTICE OF EXERCISE TO
LANDLORD ("EXTENSION NOTICE"), SO THAT LANDLORD RECEIVES THE EXTENSION NOTICE
WITH RESPECT TO THE OPTION TERM AT LEAST ONE HUNDRED EIGHTY (180) DAYS PRIOR TO
THE END OF THE INITIAL TERM.
TENANT MAY EXERCISE THE EXTENSION OPTION ONLY IF
THIS LEASE IS IN FULL FORCE AND EFFECT AND THERE IS NO EVENT OF DEFAULT WHICH
REMAINS UNCURED BEYOND THE APPLICABLE CURE PERIOD AT THE TIME OF EXERCISE OF THE
RIGHT OF RENEWAL OR AT THE TIME OF THE COMMENCEMENT OF THE OPTION TERM, BUT
LANDLORD SHALL HAVE THE RIGHT AT ITS SOLE DISCRETION TO WAIVE THE NON-DEFAULT
CONDITIONS HEREIN.
THE INITIAL TERM, TOGETHER WITH ANY OPTION TERM, ARE
REFERRED TO IN THIS LEASE AS THE "TERM."
ARTICLE II
DEMISED PREMISES; CONDITION
2.1
DEMISING WALL.
LANDLORD SHALL, AS
EXPEDITIOUSLY AS REASONABLY POSSIBLE, BUT IN ANY EVENT BY DECEMBER 31, 2001,
CONSTRUCT, IN A GOOD AND WORKMANLIKE MANNER, A DEMISING WALL FOR DEMISING THE
DEMISED PREMISES FROM THE INFOGATE PREMISES (THE "DEMISING WALL").
SUCH
DEMISING WALL SHALL BE CONSTRUCTED IN CONFORMANCE WITH PLANS PREPARED BY
LANDLORD, SUBJECT TO THE MUTUAL APPROVAL OF TENANT, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD OR DELAYED, AND SHALL BE IN COMPLIANCE WITH ALL THEN
APPLICABLE BUILDING LAWS, ORDINANCES, ORDERS, RULES, REGULATIONS AND
REQUIREMENTS OF ALL FEDERAL, STATE AND MUNICIPAL GOVERNMENTS WITH JURISDICTIONAL
AUTHORITY OVER THE DEVELOPMENT OF THE LAND AND THE CONSTRUCTION OF THE
IMPROVEMENTS, INCLUDING,
3
BUT NOT LIMITED TO, RULES AND