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EXHIBIT A

SAMPLE CLAUSES IN WHICH QUALIFICATIONS ARE PLACED ON

LANDLORD’S OBLIGATION TO BE REASONABLE

Sample #1:  Simple clause qualifying landlord’s obligation to be reasonable:

Tenant shall not assign or encumber any or all of its interest in this Lease or the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld for tenants meeting Landlord's then-existing standards for creditworthiness and use.  

Sample #2:  More detailed clause with greater landlord protections:

Tenant shall not assign or encumber any or all of its interest in this Lease or the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's written consent.  Such consent shall not be unreasonably withheld, conditioned or delayed, except:  (i) Landlord may withhold its consent if in Landlord's reasonable judgment occupancy by any proposed assignee, subtenant, or other transferee (A) would materially interfere with the maintenance and operation of a first-class office building due to the nature of the proposed occupant’s business or manner of conducting business or its experience or reputation in the community; or (B) is likely to cause disturbance to the normal use and occupancy of the Building for tenants other than Tenant; (ii) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge, or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant; (iii) Landlord may withhold its consent to the extent it deems necessary to comply with any restriction on use of the Premises, the Building, or the Land contained in any applicable laws or in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such property is subject existing as of the date of full execution of this Lease.

Sample #3:  Very detailed clause with even greater landlord protections:

Tenant shall not assign or encumber any or all of its interest in this Lease or the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises (any of which events being a "Transfer" for purposes of this Section __) without first obtaining Landlord's written consent, which shall not be unreasonably withheld if all of the following conditions precedent are fully and completely satisfied:

(a)The proposed Transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfies Landlord's then-current credit standards for tenants of the Building,

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