Exhibit A Due Diligence For The Sublease Transaction

• Jurisdiction: New York

Unlike the typical leasing transaction in which the landlord and tenant are free to define their relationship, a sublease transaction requires a subtenant to step into a “relationship in progress.” The subtenant and counsel need to ask many important questions about the relationship in progress. Not only must the subtenant decide if the proposed deal is affordable and suitable, but the subtenant must also understand what has already occurred in the existing landlord-tenant relationship and how that history will affect the subtenant.

The following due diligence checklist attempts to cover only issues that are unique to a sublease transaction.

The starting point in all instances is the direct lease and all identified amendments and modifications. These documents ultimately are the starting point for examining the box of rights and obligations between the landlord and the tenant from which the box of rights and obligations between the tenant and the subtenant derives. Obviously, the size of the subleasing transaction affects the appropriate level of scrutiny. It is not unusual for the sublandlord to redact specific economic provisions of the direct lease (such as rent, free rent periods or work allowances, as examples). In larger, more significant subleasing transactions...