Subtenant Estoppel Certificate

SUBTENANT ESTOPPEL CERTIFICATE

IMPORTANT NOTICE: This certificate is being delivered by the undersigned Subtenant in connection with a proposed transaction involving the Property described below. The statements made herein may be relied upon by the parties identified in Section 14 and their respective successors, assigns, lenders, and purchasers. Subtenant should review each certification carefully, as inaccurate or incomplete statements may constitute a waiver of rights or create estoppel against Subtenant in future disputes.

1. IDENTIFICATION OF PARTIES AND PREMISES

Certificate Date: [__/__/____]

Certificate Reference Number: [________________________________]

1.1 Property Information

1.2 Master Landlord (Fee Owner)

1.3 Sublandlord (Master Tenant)

1.4 Subtenant (Certifying Party)

1.5 Master Lease Identification

1.6 Sublease Identification

NOTE: The Sublease and all amendments, together with the Master Lease (to the extent provided to Subtenant), are listed on Exhibit A attached hereto. Subtenant has been provided with ☐ a complete copy / ☐ a redacted copy / ☐ relevant excerpts only / ☐ no copy of the Master Lease.

2. SUBLEASE STATUS CERTIFICATIONS

Subtenant hereby certifies to the best of Subtenant's actual knowledge as of the Certificate Date:

2.1 The Sublease, together with all amendments and modifications listed on Exhibit A, constitutes the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises. There are no other agreements, written or oral, between Sublandlord and Subtenant concerning the Subleased Premises except as follows:

☐ No other agreements exist.

☐ Additional agreements exist as follows: [________________________________]

2.2 The Sublease is in full force and effect and has not been modified, supplemented, or amended in any way except as set forth on Exhibit A.

☐ Confirmed — Sublease is in full force and effect.

☐ Exception(s): [________________________________]

2.3 Subtenant has not assigned the Sublease or further sublet all or any portion of the Subleased Premises.

☐ Confirmed — No assignment or further subletting.

☐ Exception(s): [________________________________]

2.4 To Subtenant's knowledge, neither Sublandlord nor Subtenant is in default under the Sublease, and no event has occurred which, with the giving of notice or the passage of time (or both), would constitute a default under the Sublease.

☐ Confirmed — No defaults or potential defaults.

☐ Exception(s): [________________________________]

2.5 Subtenant has no existing claims, defenses, offsets, or counterclaims against Sublandlord under or in connection with the Sublease.

☐ Confirmed — No claims, defenses, offsets, or counterclaims.

☐ Exception(s): [________________________________]

2.6 Subtenant has not received any notice of default from Sublandlord that remains uncured.

☐ Confirmed.

☐ Exception(s): [________________________________]

2.7 Sublandlord has not received any notice of default from Subtenant that remains uncured.

☐ Confirmed.

☐ Exception(s): [________________________________]

3. MASTER LEASE STATUS (SUBTENANT'S KNOWLEDGE)

IMPORTANT: Subtenant's knowledge of the Master Lease may be limited. Subtenant certifies only as to its actual knowledge and does not warrant the accuracy of information about the Master Lease that has not been independently verified by Subtenant.

3.1 To Subtenant's actual knowledge, the Master Lease is in full force and effect.

☐ Confirmed — Master Lease believed to be in full force and effect.

☐ Subtenant has no knowledge of Master Lease status.

☐ Exception(s): [________________________________]

3.2 To Subtenant's actual knowledge, no default or event of default exists under the Master Lease by either the Master Landlord or the Sublandlord (as Master Tenant) that would materially adversely affect Subtenant's rights under the Sublease.

☐ Confirmed — No known Master Lease defaults.

☐ Subtenant has no knowledge of Master Lease default status.

☐ Exception(s): [________________________________]

3.3 Subtenant has received the following notices or communications relating to the Master Lease:

☐ None.

☐ Notices received: [________________________________]

3.4 To Subtenant's actual knowledge, the Master Lease contains the following restrictions that may affect the Sublease or Subtenant's occupancy:

☐ Use restrictions: [________________________________]

☐ Exclusivity provisions: [________________________________]

☐ Co-tenancy requirements: [________________________________]

☐ Operating covenants: [________________________________]

☐ Radius restrictions: [________________________________]

☐ Subtenant has no knowledge of Master Lease restrictions.

3.5 Subtenant understands that the Sublease is subordinate to and dependent upon the Master Lease, and that termination of the Master Lease (whether by expiration, default, or otherwise) may result in termination of the Sublease and Subtenant's right to occupy the Subleased Premises, unless a recognition or non-disturbance agreement is in place with the Master Landlord.

☐ Acknowledged.

4. FINANCIAL CERTIFICATIONS

4.1 Base Rent Under Sublease

Rent Escalation Schedule (if applicable):

4.2 Additional Rent / Operating Expense Pass-Throughs

☐ Subtenant pays additional rent or operating expense pass-throughs under the Sublease.

☐ Subtenant does not pay additional rent or operating expense pass-throughs (gross sublease).

4.3 Master Lease Pass-Through Charges

Does the Sublease require Subtenant to pay any portion of charges arising under the Master Lease?

☐ No — Sublease rent is all-inclusive.

☐ Yes — Subtenant is responsible for the following Master Lease pass-through charges:

[________________________________]

4.4 Security Deposit

Subtenant certifies that no portion of the security deposit has been applied:

☐ Confirmed — Full deposit remains on hand.

☐ Exception(s): [________________________________]

4.5 Prepaid Rent

☐ No rent has been prepaid more than one month in advance.

4.6 Free Rent / Rent Abatement

☐ Subtenant is not currently receiving and is not entitled to any future free rent or rent abatement.

☐ Subtenant is currently receiving or is entitled to free rent/abatement as follows: [________________________________]

4.7 Outstanding Obligations

Sublandlord owes Subtenant the following amounts (if any):

☐ None.

☐ Outstanding amounts: [________________________________]

5. SUBLEASE TERM

5.1 Sublease Term Details

5.2 Relationship to Master Lease Term

NOTE: If the Sublease term extends beyond the Master Lease term (including any unexercised renewal options under the Master Lease), Subtenant's right of occupancy may terminate upon expiration or earlier termination of the Master Lease.

5.3 Renewal Options

☐ Subtenant has no renewal or extension options under the Sublease.

☐ Subtenant has the following renewal/extension option(s):

Are renewal options contingent on Sublandlord's ability to renew or extend the Master Lease?

☐ Yes / ☐ No / ☐ Unknown / ☐ Not applicable

5.4 Expansion Options

☐ None.

☐ Subtenant has expansion rights as follows: [________________________________]

5.5 Early Termination Rights

☐ Neither party has an early termination right under the Sublease.

☐ Subtenant has an early termination right as follows: [________________________________]

☐ Sublandlord has an early termination right as follows: [________________________________]

5.6 Right of First Refusal / Right of First Offer

☐ None.

☐ Subtenant has a ROFR/ROFO as follows: [________________________________]

6. OCCUPANCY AND USE

6.1 Subtenant has accepted possession of and currently occupies the Subleased Premises.

☐ Confirmed — Subtenant is in occupancy.

☐ Subtenant has accepted possession but has not yet commenced occupancy; anticipated occupancy date: [__/__/____]

☐ Exception(s): [________________________________]

6.2 The Subleased Premises are being used for the following purpose: [________________________________]

6.3 The permitted use under the Sublease is: [________________________________]

6.4 Subtenant's use complies with the permitted use provisions of both the Sublease and (to Subtenant's knowledge) the Master Lease.

☐ Confirmed.

☐ Exception(s): [________________________________]

6.5 Subtenant has received all governmental permits, licenses, and approvals necessary for its current use of the Subleased Premises.

☐ Confirmed.

☐ Exception(s): [________________________________]

6.6 Subtenant shares the following common areas or facilities with Sublandlord or other subtenants/occupants:

☐ None — Subtenant has exclusive use.

☐ Shared areas: [________________________________]

7. ASSIGNMENT AND FURTHER SUBLETTING

7.1 Subtenant has not assigned the Sublease or further sublet any portion of the Subleased Premises.

☐ Confirmed.

☐ Exception(s): [________________________________]

7.2 The Sublease contains the following provisions regarding Subtenant's right to assign or further sublet:

☐ Prohibited without Sublandlord's consent.

☐ Prohibited without both Sublandlord's and Master Landlord's consent.

☐ Permitted with conditions: [________________________________]

☐ Subtenant has an unrestricted right to assign or sublet.

☐ Other: [________________________________]

7.3 Sublandlord has the following recapture or profit-sharing rights upon any proposed assignment or further subletting by Subtenant:

☐ None.

☐ Recapture right: [________________________________]

☐ Profit-sharing: [________________________________]

8. SUBLANDLORD OBLIGATIONS AND TENANT IMPROVEMENTS

8.1 Tenant Improvement Work

Sublandlord was obligated to perform the following work to the Subleased Premises:

☐ No improvement obligations.

☐ Sublandlord's improvement obligations: [________________________________]

Status of Sublandlord's work:

☐ All work has been completed to Subtenant's satisfaction.

☐ Work is substantially complete; punch list items remain: [________________________________]

☐ Work has not been completed: [________________________________]

8.2 Tenant Improvement Allowance

☐ No TI allowance provided.

8.3 Ongoing Maintenance and Repair Obligations

Under the Sublease, the following maintenance and repair obligations are allocated:

9. LANDLORD CONSENT AND RECOGNITION

9.1 Master Landlord Consent

Master Landlord's written consent to the Sublease:

☐ Has been obtained — Date of consent: [__/__/____]

☐ Was not required under the Master Lease.

☐ Has NOT been obtained. Status: [________________________________]

☐ Subtenant has no knowledge of whether Master Landlord consent was obtained.

9.2 Recognition Agreement

Has a recognition agreement been executed between Subtenant and Master Landlord providing that Master Landlord will recognize the Sublease and Subtenant's rights thereunder in the event of termination of the Master Lease?

☐ Yes — Recognition Agreement dated: [__/__/____]

☐ No recognition agreement exists.

☐ Recognition agreement is being negotiated. Status: [________________________________]

☐ Subtenant has no knowledge.

9.3 Non-Disturbance Agreement (SNDA)

Has a subordination, non-disturbance, and attornment agreement (SNDA) been executed between Subtenant and any lender holding a mortgage or deed of trust on the Property?

☐ Yes — SNDA dated: [__/__/____] with lender: [________________________________]

☐ No SNDA exists.

☐ SNDA is being negotiated. Status: [________________________________]

☐ Subtenant has no knowledge of any mortgage or deed of trust on the Property.

9.4 Subtenant's Rights Upon Master Lease Termination

To Subtenant's knowledge, the Sublease or related agreements contain the following provisions regarding Subtenant's rights if the Master Lease terminates:

☐ Sublease terminates automatically upon Master Lease termination — no independent right of occupancy.

☐ Subtenant has a direct right to attorn to Master Landlord under specified conditions.

☐ Recognition agreement provides for continued occupancy.

☐ Subtenant has the right to receive notice prior to Master Lease termination and an opportunity to cure Sublandlord defaults.

☐ No specific provisions — Subtenant's rights are governed by applicable law.

☐ Other: [________________________________]

10. INSURANCE

10.1 Subtenant maintains the following insurance coverages as required under the Sublease:

10.2 The following parties are named as additional insureds on Subtenant's policies:

☐ Master Landlord

☐ Sublandlord

☐ Master Landlord's lender(s)

☐ Property manager

☐ Other: [________________________________]

10.3 Subtenant's insurance complies with all requirements of the Sublease.

☐ Confirmed.

☐ Exception(s): [________________________________]

10.4 There are no outstanding insurance claims by Subtenant related to the Subleased Premises.

☐ Confirmed.

☐ Exception(s): [________________________________]

11. ENVIRONMENTAL AND HAZARDOUS MATERIALS

11.1 To Subtenant's actual knowledge, Subtenant has not used, generated, stored, released, or disposed of any Hazardous Materials (as defined in applicable federal, state, or local law) on, under, or about the Subleased Premises, except:

☐ No Hazardous Materials used or stored.

☐ Exception(s): [________________________________]

11.2 Subtenant has not received any notice from any governmental authority regarding the presence of Hazardous Materials at the Subleased Premises or the Property.

☐ Confirmed.

☐ Exception(s): [________________________________]

11.3 To Subtenant's actual knowledge, there are no underground storage tanks located within or beneath the Subleased Premises.

☐ Confirmed.

☐ Unknown.

☐ Exception(s): [________________________________]

11.4 Subtenant holds the following environmental permits related to its operations at the Subleased Premises:

☐ None required.

☐ Permits held: [________________________________]

12. LITIGATION AND DISPUTES

12.1 There are no pending or, to Subtenant's actual knowledge, threatened actions, suits, or proceedings between Subtenant and Sublandlord or between Subtenant and Master Landlord.

☐ Confirmed — No pending or threatened litigation.

☐ Exception(s): [________________________________]

12.2 There are no pending or, to Subtenant's actual knowledge, threatened condemnation or eminent domain proceedings affecting the Subleased Premises.

☐ Confirmed.

☐ Exception(s): [________________________________]

12.3 Subtenant has not filed for bankruptcy, reorganization, or similar proceedings, and no such proceedings are contemplated.

☐ Confirmed.

☐ Exception(s): [________________________________]

13. STATE-SPECIFIC PROVISIONS

This section should be completed based on the jurisdiction where the Property is located. For state-specific versions of this certificate, use the applicable jurisdictional template.

Governing Law: This Certificate shall be governed by and construed in accordance with the laws of the State of [________________________________].

State-Specific Considerations (check all that apply):

☐ Security Deposit Compliance: The security deposit held under the Sublease complies with applicable state security deposit statutes, including maximum limits, segregation requirements, and interest obligations.

☐ Recording: The Sublease or a memorandum thereof ☐ has been / ☐ has not been recorded in the land records of [________________________________] County.

☐ Rent Control/Stabilization: The Subleased Premises ☐ are / ☐ are not subject to any rent control, rent stabilization, or similar ordinance.

☐ ADA/Accessibility: To Subtenant's knowledge, the Subleased Premises ☐ comply / ☐ do not comply with applicable accessibility requirements under the Americans with Disabilities Act and state accessibility laws.

☐ Foreclosure Protections: Subtenant's rights upon foreclosure of any mortgage or deed of trust encumbering the Property are governed by: [________________________________]

☐ Other State-Specific Requirements: [________________________________]

14. RELIANCE AND EXECUTION

14.1 Reliance Parties

This Certificate is delivered for the benefit of and may be relied upon by the following parties and their respective successors and assigns:

14.2 Knowledge Qualifier

All statements made herein that are qualified by phrases such as "to Subtenant's knowledge," "to Subtenant's actual knowledge," or similar language mean the actual (not constructive or imputed) knowledge of [________________________________] (name and title of individual(s) with knowledge), without independent investigation or inquiry, and without review of Sublandlord's files or the Master Lease (except to the extent copies have been provided to Subtenant).

14.3 Limitation of Liability

This Certificate is delivered solely for informational purposes in connection with the transaction described herein. Subtenant shall not be liable for any statements made herein to the extent such statements are based upon information provided to Subtenant by Sublandlord or Master Landlord that is inaccurate or incomplete, provided Subtenant has no actual knowledge of such inaccuracy or incompleteness.

14.4 Survival

The certifications contained in this Certificate shall survive and remain effective for a period of [____] days / ☐ months from the Certificate Date unless a new certificate is issued or unless the certifications are rendered inaccurate by subsequent events, in which case Subtenant shall have no obligation to update this Certificate unless required under the Sublease.

14.5 No Modification

This Certificate does not modify, amend, or supplement the Sublease or the Master Lease in any way. In the event of any conflict between the statements in this Certificate and the terms of the Sublease, the terms of the Sublease shall control.

14.6 Execution

SUBTENANT:

[________________________________]
a [________________________________] (entity type)

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT BY SUBLANDLORD (Optional — if required by requesting party)

Sublandlord hereby confirms that, to Sublandlord's knowledge, the statements made by Subtenant in this Certificate are accurate and complete.

[________________________________]
a [________________________________] (entity type)

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: SUBLEASE AND MASTER LEASE DOCUMENT LIST

Part 1: Sublease Documents

Part 2: Master Lease Documents (to the extent known by or provided to Subtenant)

Part 3: Consent, Recognition, and Related Documents

☐ Subtenant has not been provided with copies of the Master Lease documents and cannot verify their completeness.

This Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. A subtenant estoppel certificate involves distinct legal issues arising from the three-party relationship among Master Landlord, Sublandlord, and Subtenant. Practitioners should ensure that state-specific requirements are addressed and that all certifications are appropriately qualified. Have this document reviewed by a qualified real estate attorney licensed in your jurisdiction before use.