Subtenant Estoppel Certificate - Alabama

SUBTENANT ESTOPPEL CERTIFICATE — ALABAMA

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 Alabama-specific considerations, including Ala. Code § 35-9-40 (subtenant subrogation rights) and Alabama 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 — ALABAMA NOTE: Under Alabama common law, a sublease does not create privity of estate or privity of contract between the subtenant and the master landlord. The master landlord's lease, along with its privity, remains with the original tenant (Sublandlord). This is distinguished from an assignment, where privity of estate transfers to the assignee. If the Master Lease terminates, the subtenant's possessory rights are extinguished. However, under Ala. Code § 35-9-40, a subtenant who pays or discharges any debt or lien that the master landlord holds against the Sublandlord is subrogated to the rights, liens, and remedies of the master landlord against the Sublandlord.

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 Alabama Subtenant Subrogation (Ala. Code § 35-9-40). Subtenant acknowledges that under Alabama law, if Subtenant pays or discharges any debt or lien that the Master Landlord holds against the Sublandlord, Subtenant may be subrogated to the rights, liens, and remedies of the Master Landlord against the Sublandlord.

☐ Subtenant has not paid or discharged any debt or lien on behalf of Sublandlord to the Master Landlord.

☐ Subtenant has paid/discharged the following: [________________________________]

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

ALABAMA NOTE: Alabama does not impose statutory caps or segregation requirements on commercial security deposits. The Uniform Residential Landlord and Tenant Act (Ala. Code § 35-9A-201) limits residential security deposits to one month's rent, but this does not apply to commercial leases. Commercial security deposit terms are governed entirely by the Sublease.

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

ALABAMA NOTE: Under Alabama common law, a transfer of the tenant's entire remaining interest in the lease for the full remaining term constitutes an assignment, not a sublease, regardless of the label used. Alabama recognizes that leases are freely assignable and may be sublet unless the parties specifically restrict this right.

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 Alabama-specific permits (e.g., Alabama business privilege license, county/municipality business licenses).

☐ 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:

☐ None.

☐ Recapture right: [________________________________]

☐ Profit-sharing: [________________________________]

8. SUBLANDLORD OBLIGATIONS AND TENANT IMPROVEMENTS

8.1 Tenant Improvement Work

☐ No improvement obligations.

☐ Sublandlord's improvement obligations: [________________________________]

Status: ☐ All work completed to Subtenant's satisfaction. / ☐ Punch list items remain: [________________________________] / ☐ Work not 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 (Alabama recognizes free alienability unless restricted).

☐ Has NOT been obtained. Status: [________________________________]

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

9.2 Recognition Agreement

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

☐ No recognition agreement exists.

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

☐ Subtenant has no knowledge.

9.3 Non-Disturbance Agreement (SNDA)

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

☐ No SNDA exists.

☐ SNDA is being negotiated.

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

9.4 Subtenant's Rights Upon Master Lease Termination

☐ 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 Alabama common law.

☐ Other: [________________________________]

10. INSURANCE

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

ALABAMA NOTE: Properties in southern Alabama (coastal areas) may require separate windstorm coverage. Properties in FEMA-designated flood zones require flood insurance. Alabama is also subject to tornado risk, and business interruption coverage should be carefully evaluated.

10.2 Additional insureds: ☐ Master Landlord / ☐ Sublandlord / ☐ Lender(s) / ☐ Property manager / ☐ Other: [________________________________]

10.3 Insurance complies with Sublease requirements: ☐ Confirmed. / ☐ Exception(s): [________________________________]

10.4 No outstanding insurance claims: ☐ 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 law, including Ala. Code § 22-30-1 et seq.) 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 ADEM or other governmental authority regarding Hazardous Materials: ☐ Confirmed. / ☐ Exception(s): [________________________________]

11.3 No underground storage tanks to Subtenant's knowledge: ☐ Confirmed. / ☐ Unknown. / ☐ Exception(s): [________________________________]

11.4 Environmental permits: ☐ None required. / ☐ Permits held: [________________________________]

12. LITIGATION AND DISPUTES

12.1 No pending or threatened litigation: ☐ Confirmed. / ☐ Exception(s): [________________________________]

12.2 No condemnation proceedings: ☐ Confirmed. / ☐ Exception(s): [________________________________]

12.3 No bankruptcy proceedings: ☐ Confirmed. / ☐ Exception(s): [________________________________]

13. ALABAMA-SPECIFIC PROVISIONS

13.1 Alabama Landlord's Lien

ALABAMA NOTE: Under Ala. Code § 35-9-60 et seq., a landlord has a statutory lien on the tenant's personal property for rent. This lien may extend to a subtenant's property in the possession of the Sublandlord's premises. The Master Landlord's lien under the Master Lease may also create exposure for Subtenant's personal property.

☐ Subtenant's personal property is free and clear of any landlord's lien claims.

☐ Sublandlord has asserted a contractual landlord's lien on Subtenant's personal property.

☐ The Sublease contains a waiver of landlord's lien by Sublandlord.

☐ Unknown.

13.2 Alabama Business Privilege Tax

☐ Subtenant maintains a current Alabama business privilege license/tax filing.

☐ Not applicable (Subtenant is exempt).

13.3 Recording

☐ The Sublease or a memorandum thereof has been recorded in the office of the Judge of Probate for [________________________________] County, Alabama.

☐ The Sublease has not been recorded.

13.4 Foreclosure Impact

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

☐ The Master Lease predates the mortgage.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

13.5 Free Alienability

ALABAMA NOTE: Alabama recognizes that leases are freely assignable and may be sublet unless the parties specifically restrict this right in the lease. If the Master Lease is silent on subleasing, Sublandlord presumptively has the right to sublease without Master Landlord consent.

14. RELIANCE AND EXECUTION

14.1 Reliance Parties

14.2 Knowledge Qualifier

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

14.3 Governing Law

This Certificate shall be governed by the laws of the State of Alabama.

14.4 No Modification

This Certificate does not modify the Sublease or Master Lease.

14.5 Execution

SUBTENANT:

[________________________________]
a [________________________________] (entity type)

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT BY SUBLANDLORD (Optional)

[________________________________]
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

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 Alabama Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Alabama commercial leases are governed by Ala. Code § 35-9 and common law, with the URLTA (§ 35-9A) applying only to residential tenancies. Have this document reviewed by a qualified Alabama real estate attorney before use.