Reviewing an overlandlord consent to a sublease. I represent the subtenant. The consent states that any terms that conflict with the overlease are voided and that all overlease obligations are enforceable against subtenant. The sublease for the majority is consistent but we have some varying obligations as operating expenses and other points. Any suggestions on what to go back with as to this point either in mark up or email comment

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Hard to assess without being in the document, but could you go with a variation of “as between prime landlord and sub tenant, should sub tenant be treated as a direct tenant of prime landlord, the prime lease shall co trip; provided, however, that notwithstanding the foregoing, at all such times as si tenant remains as a subtenant of sub landlord, then the terms hereof shall control notwithstanding such terms being inconsistent or in conflict with the terms of the prime lease”?

Presumably the prime landlord is trying to avoid the terms of its basic lease being overridden, but they may not care as long as any deviation doesn’t impact them.

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Are you working with an agent? Tell the agent in the email as a heads up and mark it in the comments.

I would think to try to carve out these varying obligations in the overlandlord consent. What did you end up doing?

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