SHALL BE PERFORMED
AND/OR MANAGED BY ONE OR MORE REPUTABLE AND RESPONSIBLE GENERAL
CONTRACTOR(S) (OR IF TENANT, OR ANY SUBTENANT, AS THE CASE MAY BE, HIRES
CONTRACTORS INSTEAD OF A GENERAL CONTRACTOR, SUCH CONTRACTORS) OR CONSTRUCTION
MANAGER(S).
NO GENERAL CONTRACTOR, CONSTRUCTION MANAGER, MAJOR CONTRACTOR OR
OTHER CONTRACTOR THAT IS ENGAGED TO DO ANY ALTERATION SHALL BE A PROHIBITED
PERSON.
TENANT SHALL CAUSE SUCH RESTRICTION TO BE INSERTED IN EACH SUBLEASE.
(II)
MAJOR CONTRACTORS.
PRIOR TO THE TIME AT WHICH TENANT SOLICITS ANY BIDS
FOR LABOR OR MATERIALS FOR ANY ALTERATION (OTHER THAN INTERIOR CONSTRUCTION
WORK) GOVERNED BY ANY ELEMENT OF THE DUO OR AFFECTING A STRUCTURAL
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COMPONENT (OTHER THAN BY HAVING A NONADVERSE STRUCTURAL EFFECT), TENANT SHALL
FURNISH LANDLORD FOR ITS APPROVAL (TO THE EXTENT HEREINAFTER PROVIDED) A LIST OF
ALL PERSONS TENANT INTENDS TO SOLICIT FOR ANY SUCH WORK WHO, IF SO SELECTED,
WOULD (A) HAVE A CONTRACT AMOUNTING TO A VALUE OF GREATER THAN $1,000,000 (WHICH
AMOUNT SHALL BE ADJUSTED FOR INFLATION FROM THE SUBSTANTIAL COMPLETION DATE), OR
(B) OTHERWISE BE RESPONSIBLE FOR AN ITEM THAT IS GOVERNED BY THE DUO OR AFFECTS
A STRUCTURAL COMPONENT, OTHER THAN BY HAVING A NONADVERSE STRUCTURAL EFFECT (ANY
SUCH CONTRACTOR, A "MAJOR CONTRACTOR").
THE LIST SHALL STATE THE NAME, ADDRESS,
PHONE NUMBER AND EIN OF EACH SUCH MAJOR CONTRACTOR AND EACH OF ITS PRINCIPALS
AND IN WHAT CAPACITY SUCH MAJOR CONTRACTORS WOULD BE PERFORMING WORK AT THE
DEMISED PREMISES OR THE COMMON ELEMENTS.
LANDLORD SHALL HAVE THE RIGHT TO
DISAPPROVE ANY MAJOR CONTRACTOR ONLY:
(1) IF SUCH MAJOR CONTRACTOR IS A
PROHIBITED PERSON; OR (2) IF SUCH MAJOR CONTRACTOR, IN LANDLORD'S REASONABLE
JUDGMENT, DEMONSTRATED A FAILURE, BASED ON PRIOR JOB PERFORMANCE, TO EXERCISE
DUE CARE IN THE PERFORMANCE OF THE WORK FOR WHICH SUCH MAJOR CONTRACTOR MAY BE
HIRED IN RESPECT OF THE IMPROVEMENTS (IT BEING AGREED THAT NO PERSON LISTED ON
EXHIBIT I ATTACHED HERETO MAY BE DISAPPROVED BY LANDLORD ON THE BASIS DESCRIBED
IN THIS CLAUSE (2) OF THIS SECTION 9.6(B)(II)).
IF LANDLORD FAILS TO APPROVE OR
REJECT ANY MAJOR CONTRACTOR WITHIN ELEVEN (11) BUSINESS DAYS AFTER THE RECEIPT
BY LANDLORD OF SUCH MAJOR CONTRACTOR'S NAME, ADDRESS, PHONE NUMBER AND EIN (AND
THOSE OF ITS PRINCIPALS), OR LANDLORD FAILS TO MAKE REASONABLE REQUESTS FOR
ADDITIONAL INFORMATION RELATED THERETO WITHIN SUCH TIME PERIOD AND THEREAFTER TO
APPROVE OR REJECT SUCH MAJOR CONTRACTOR WITHIN SIX (6) BUSINESS DAYS AFTER
WRITTEN SUBMISSION OF SUCH ADDITIONAL INFORMATION AS LANDLORD SHALL HAVE
REASONABLY REQUESTED, TENANT SHALL HAVE THE RIGHT TO GIVE LANDLORD A REMINDER
NOTICE, WHICH REMINDER NOTICE SHALL CONTAIN THE FOLLOWING CAPTION IN BOLD AND
CAPITALIZED TYPE:
YOUR APPROVAL OF
AS A MAJOR CONTRACTOR SHALL BE
DEEMED GIVEN IF YOU FAIL TO APPROVE OR REJECT SUCH PERSON WITHIN FIVE
(5) BUSINESS DAYS FROM THE DATE OF YOUR RECEIPT OF THIS NOTICE.
If Landlord fails to approve or reject the proposed Major Contractor within five
(5) Business Days after its receipt of such reminder notice, such Major
Contractor shall be deemed approved