Subtenant Estoppel Certificate - Alaska

SUBTENANT ESTOPPEL CERTIFICATE — ALASKA

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. This certificate addresses Alaska-specific considerations, including AS 34.03.060 (sublease consent procedures) and Alaska common law governing commercial subtenancies.

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 (to Subtenant's knowledge).

☐ Confirmed.

☐ Exception(s): [________________________________]

3. MASTER LEASE STATUS (SUBTENANT'S KNOWLEDGE)

IMPORTANT — ALASKA NOTE: Under Alaska common law, a subtenant generally has no privity of contract or privity of estate with the master landlord. The subtenant's possessory rights derive entirely through the sublandlord's interest under the Master Lease. If the Master Lease terminates, the subtenant's right to possession may be extinguished. AS 34.03.060 governs sublease consent procedures for residential tenancies; for commercial leases, consent requirements are determined by the lease terms and common law.

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: [________________________________]

☐ 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.

3.6 Alaska Consent Procedures. To Subtenant's knowledge:

☐ Sublandlord obtained Master Landlord's prior written consent to the Sublease.

☐ The Master Lease expressly permits subleasing without additional consent.

☐ Subtenant has no knowledge of whether consent was obtained.

☐ Consent was not obtained — status: [________________________________]

ALASKA NOTE (AS 34.03.060): For residential tenancies, a landlord who does not deliver a written rejection within 14 days after receiving a written sublease request is deemed to have consented. This 14-day deemed-consent rule applies only to residential leases under the Uniform Residential Landlord and Tenant Act. For commercial leases, consent procedures are governed by the lease terms.

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

ALASKA NOTE: Under AS 34.03.070 (applicable to residential tenancies), a security deposit may not exceed two months' rent, and interest must be paid on deposits held for more than one year if the landlord requires a deposit of more than two months' rent (note: the statute caps at two months). For commercial leases, there is no statutory cap on security deposits; the terms of the Sublease control.

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.

☐ Prepaid rent of $[________________________________] covers the period [__/__/____] through [__/__/____].

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 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

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, including any Alaska-specific permits (e.g., Alaska business license, borough/municipality permits).

☐ 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

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?

☐ 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 an 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.

☐ 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 and an opportunity to cure Sublandlord defaults.

☐ No specific provisions — governed by Alaska common law.

☐ Other: [________________________________]

10. INSURANCE

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

ALASKA NOTE: Alaska is in a high seismic activity zone. Earthquake coverage is typically excluded from standard commercial property policies and must be purchased separately. Properties in coastal areas may also require flood insurance.

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, including AS 46.03 and AS 46.09) 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 (including ADEC) 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:

☐ 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. ALASKA-SPECIFIC PROVISIONS

13.1 Heating and Utility Obligations

ALASKA NOTE: Heating costs in Alaska can be substantial, particularly in interior and northern regions. The Sublease should clearly allocate responsibility for heating fuel, snow removal, and winterization maintenance.

☐ Subtenant is responsible for heating fuel/costs for the Subleased Premises.

☐ Sublandlord is responsible for heating fuel/costs.

☐ Heating is provided through the building's central system and included in operating expenses.

☐ Heating allocation: [________________________________]

13.2 Alaska Native Corporation Lands

☐ The Property is located on Alaska Native Claims Settlement Act (ANCSA) corporation land, and the Master Lease may be subject to additional restrictions.

☐ Not applicable.

13.3 Borough/Municipal Considerations

☐ The Property is located within an organized borough: [________________________________]

☐ The Property is located in the Unorganized Borough and may be subject to state-level land use regulations.

☐ Applicable local permits and zoning approvals have been obtained: ☐ Yes / ☐ No / ☐ Unknown.

13.4 Recording

☐ The Sublease or a memorandum thereof has been recorded in the [________________________________] Recording District.

☐ The Sublease has not been recorded.

13.5 Foreclosure Impact

☐ An SNDA or non-disturbance agreement is in place with the lender.

☐ The Master Lease predates the mortgage/deed of trust.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

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 "to Subtenant's knowledge" or similar language mean the actual (not constructive or imputed) knowledge of [________________________________] (name and title), without independent investigation or inquiry.

14.3 Limitation of Liability

This Certificate is delivered solely for informational purposes. Subtenant shall not be liable for statements based upon information provided by Sublandlord or Master Landlord that is inaccurate or incomplete, provided Subtenant has no actual knowledge of such inaccuracy.

14.4 Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of Alaska.

14.5 No Modification

This Certificate does not modify, amend, or supplement the Sublease or the Master Lease in any way.

14.6 Execution

SUBTENANT:

[________________________________]
a [________________________________] (entity type)

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT BY SUBLANDLORD (Optional)

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 Alaska Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Alaska commercial leases are primarily governed by common law and contract terms, with AS 34.03 providing a statutory framework for residential tenancies only. Have this document reviewed by a qualified Alaska real estate attorney before use.