LANDLORD'S CONSENT TO SUBLEASE - ENHANCED WORKFLOW PROMPT

Document Overview and Purpose

You are drafting a Landlord's Consent to Sublease, a critical transactional document in commercial leasing that formally authorizes a tenant to sublease premises to a third party. This document serves to protect the landlord's interests while acknowledging the tenant's business needs, and it must carefully preserve the landlord's rights under the original lease while establishing clear boundaries regarding the landlord-subtenant relationship.

Document Header Section

Begin by establishing the formal title and execution date of this consent document. The title should clearly identify this as "LANDLORD'S CONSENT TO SUBLEASE" in capital letters to distinguish it from the underlying Master Lease and Sublease Agreement. Include the full execution date, which marks when the landlord's consent becomes effective and should align with or precede the sublease commencement date to avoid any period of unauthorized occupancy.

Recitals Section - Establishing Context

Draft comprehensive recitals that provide essential background and establish the legal framework for this consent. The recitals must identify all three parties with precision, reference the controlling documents, and explain why this consent is necessary.

In the first recital addressing the Master Lease, identify the landlord and original tenant by their full legal names as they appear in the Master Lease, specify the exact execution date of the Master Lease, and provide the complete legal description or street address of the leased premises. Include the lease term if relevant to understanding the sublease duration limitations.

In the second recital concerning the Sublease, identify the proposed subtenant by full legal name, describe the specific portion of the premises to be subleased (whether the entire premises or a defined portion with square footage or suite numbers), reference the proposed sublease execution date, and specify the sublease term including commencement and expiration dates. Ensure the sublease term does not extend beyond the Master Lease term.

In the third recital regarding the consent requirement, cite the specific section of the Master Lease that requires landlord consent for subleasing, note whether the Master Lease specifies that consent shall not be unreasonably withheld, and confirm that the tenant has formally requested this consent in compliance with any notice requirements in the Master Lease.

Consent and Conditions Section

Draft the operative consent provisions with precision, ensuring they protect the landlord's position while clearly defining the scope and limitations of the consent being granted.

For the primary consent clause, state unequivocally that the landlord consents to this specific sublease and reference that a complete copy of the executed or proposed sublease is attached as an exhibit. Explicitly state that this consent is limited to the particular sublease described and shall not constitute a waiver of the landlord's right to review and approve or disapprove any future sublease, assignment, or other transfer. Include language preserving the landlord's right to impose conditions on future transfers and confirming that each subsequent transfer requires separate written consent.

When addressing the continuation of the Master Lease, emphasize that the Master Lease remains in full force and effect without modification, amendment, or waiver of any terms. State clearly that the tenant remains primarily and fully liable for all obligations under the Master Lease, including but not limited to rent payments, maintenance obligations, insurance requirements, and compliance with all lease covenants. Specify that the sublease does not diminish, release, or discharge the tenant from any liability or obligation whatsoever under the Master Lease, and that the landlord retains all rights and remedies against the tenant for any default by either the tenant or subtenant.

In the provision addressing the absence of privity of contract, explicitly state that this consent does not create any direct contractual relationship, privity of contract, or privity of estate between the landlord and subtenant. Clarify that the subtenant has no right to enforce any provision of the Master Lease against the landlord, the landlord has no direct obligations to the subtenant except as may be imposed by law, and the subtenant cannot claim any rights as a third-party beneficiary of the Master Lease. Note that the landlord's acceptance of this sublease arrangement does not constitute recognition of the subtenant as a direct tenant.

For the clause binding the subtenant to Master Lease terms, require that the subtenant acknowledge and agree to comply with all applicable terms, conditions, covenants, and restrictions of the Master Lease. Specify that the subtenant's use of the premises must conform to the permitted use under the Master Lease, the subtenant must not commit any act that would constitute a default under the Master Lease, and the subtenant's obligations include compliance with all rules and regulations applicable to the building or property. Include language stating that any violation of the Master Lease by the subtenant shall constitute a default by the tenant under the Master Lease.

Regarding rent payment procedures, confirm that the landlord shall continue to look solely to the tenant for all rent and additional rent payments under the Master Lease. State that the landlord is not obligated to accept rent or any other payment directly from the subtenant, and that any payment received from the subtenant shall not create a landlord-tenant relationship or waive the tenant's obligations. Clarify that the tenant remains liable for the full rent under the Master Lease regardless of whether the subtenant pays rent under the sublease, and specify how any rent payments received directly from the subtenant will be handled (typically credited to tenant's account without creating any obligation to continue accepting such payments).

Additional Protective Provisions

Include provisions addressing subordination of the sublease to the Master Lease, stating that the sublease is expressly subject and subordinate to the Master Lease and that any termination of the Master Lease automatically terminates the sublease without liability to the landlord. Address the landlord's right to cure any defaults by the subtenant and charge such costs to the tenant. Consider including provisions regarding the landlord's right to require the subtenant to attorn to the landlord in the event of Master Lease termination, the tenant's obligation to provide the landlord with copies of any amendments to the sublease, restrictions on further subleasing or assignment by the subtenant without landlord consent, and confirmation that any default under the sublease constitutes a default under the Master Lease.

Signature Block Section

Create a comprehensive signature block that includes execution lines for all three parties: landlord, tenant, and subtenant. For the landlord's signature block, include the landlord's full legal name, a signature line with date, and the printed name and title of the authorized signatory. For the tenant's acknowledgment section, titled "AGREED AND ACCEPTED," include the tenant's full legal name, signature line with date, and the printed name and title of the authorized signatory, along with an acknowledgment that tenant remains fully liable under the Master Lease. For the subtenant's acknowledgment section, include the subtenant's full legal name, signature line with date, the printed name and title of the authorized signatory, and an acknowledgment that subtenant agrees to be bound by the Master Lease terms and that no direct landlord-subtenant relationship is created.

Drafting Standards and Legal Considerations

Ensure the document maintains internal consistency with all defined terms used consistently throughout. Verify that all party names, dates, and property descriptions match exactly with the Master Lease and proposed Sublease. Consider whether the jurisdiction requires notarization or witnesses for the consent to be enforceable. Review the Master Lease carefully to ensure the consent addresses all conditions precedent specified therein, such as financial statements, use restrictions, or tenant improvement requirements. Confirm that the sublease term, permitted use, and any tenant improvement obligations comply with Master Lease restrictions. Consider whether the landlord should require any additional conditions such as an increase in the security deposit, modification of insurance requirements, or restrictions on the subtenant's signage rights.

The final document should be clear, unambiguous, and protective of the landlord's interests while providing the certainty necessary for the tenant and subtenant to proceed with their business arrangement. Every provision should serve a specific purpose in allocating risk and preserving the landlord's rights under the Master Lease.