RESPECT
TO THOSE PERSONS WHO, FROM TIME TO TIME, SERVE AS THE AUTHORITY'S "ON-SITE"
STAFF AT THE FACILITIES AND WITH RESPECT TO CONTRACTORS HIRED BY THE AUTHORITY
TO PROVIDE SERVICES AT THE LEASED PREMISES, EITHER (A) REQUIRE THOSE PERSONS OR
CONTRACTORS TO SIGN CONFIDENTIALITY AGREEMENTS WITH THE AUTHORITY WHICH IMPOSE
OBLIGATIONS OF CONFIDENTIALITY UPON THOSE PERSONS OR CONTRACTORS THAT ARE
CONSISTENT WITH THE COVENANTS OF THE AUTHORITY UNDER THIS SUBSECTION (K), OR
(B) IMPOSE IN THE SERVICE OR EMPLOYMENT CONTRACTS (IF APPLICABLE), BETWEEN THOSE
PERSONS OR CONTRACTORS AND THE AUTHORITY, OBLIGATIONS OF CONFIDENTIALITY UPON
THOSE PERSONS OR CONTRACTORS WHICH ARE CONSISTENT WITH THE COVENANTS OF THE
AUTHORITY UNDER THIS SUBSECTION (K).
(2)
TENANT HEREBY ACKNOWLEDGES AND AGREES THAT,
NOTWITHSTANDING THE FOREGOING, THE AUTHORITY MAY BE REQUIRED (BY DEPOSITIONS,
INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS IN LEGAL PROCEEDINGS,
SUBPOENAS, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS, INCLUDING, WITHOUT
LIMITATION, REQUESTS TO DISCLOSE PURSUANT TO THE ACCESS TO PUBLIC RECORDS LAW)
TO DISCLOSE PROPRIETARY INFORMATION.
HOWEVER, THE AUTHORITY WILL, TO THE EXTENT
REASONABLY POSSIBLE, GIVE TENANT PROMPT WRITTEN NOTICE OF SUCH REQUEST OR
REQUIREMENT SO THAT TENANT MAY SEEK AN APPROPRIATE PROTECTIVE ORDER OR OTHER
REMEDY
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AND/OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS SUBSECTION (K), AND THE
AUTHORITY WILL COOPERATE AS REASONABLY NECESSARY WITH TENANT TO OBTAIN SUCH
PROTECTIVE ORDER.
(3)
EXCEPT AS REQUIRED BY THE ACCESS TO PUBLIC
RECORDS LAW AND/OR ANY OTHER APPLICABLE LAW, UPON TERMINATION OF THIS LEASE
AGREEMENT FOR ANY REASON, THE AUTHORITY WILL, WITHIN A REASONABLE PERIOD OF
TIME, DESTROY ANY DOCUMENTS OR OTHER TANGIBLE PROPERTY CONTAINING OR REFLECTING
PROPRIETARY INFORMATION.
(4)
THE AUTHORITY SHALL PROMPTLY NOTIFY THE
TENANT IN WRITING OF ANY INADVERTENT DISCLOSURE OF PROPRIETARY INFORMATION, IF
AND WHEN THE AUTHORITY BECOMES AWARE OF ANY SUCH DISCLOSURE. THE COVENANT OF THE
AUTHORITY SET FORTH IN THIS SUBSECTION (K) WILL SURVIVE ANY TERMINATION OF THIS
AGREEMENT.
(L)
THE AUTHORITY SHALL DELIVER TO TENANT, FOR
TENANT'S BENEFIT AND RELIANCE, ON THE EFFECTIVE DATE, AN OPINION, CONCERNING
SUCH MATTERS IN THIS SECTION 301 AS ARE REASONABLY SATISFACTORY TO TENANT, FROM
ICE MILLER, IN FORM REASONABLY ACCEPTABLE TO TENANT.
Section 302.
Representations, Warranties and
Covenants by Tenant.
Tenant makes the following representations, warranties and
covenants to the Authority as the basis for Tenant's undertakings herein:
(A)
TENANT IS A CORPORATION DULY ORGANIZED UNDER
THE LAWS OF THE STATE OF ILLINOIS AND DULY QUALIFIED TO DO BUSINESS IN THE
STATE, IS IN GOOD STANDING IN THE STATE OF ILLINOIS AND THE STATE, AND HAS POWER
TO EXECUTE, DELIVER AND ENTER INTO THIS LEASE AGREEMENT AND TO CARRY OUT ITS
OBLIGATIONS HEREUNDER.
BY PROPER ORGANIZATIONAL ACTION, TENANT HAS BEEN DULY
AUTHORIZED TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS LEASE
AGREEMENT.
(B)
THIS LEASE AGREEMENT CONSTITUTES THE VALID
AND BINDING OBLIGATION OF TENANT, ENFORCEABLE AGAINST TENANT IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO (I) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY HERETOFORE OR HEREAFTER
ENACTED, AND (II) THE EXERCISE OF JUDICIAL DISCRETION IN ACCORDANCE