Subtenant Estoppel Certificate - Arizona

SUBTENANT ESTOPPEL CERTIFICATE — ARIZONA

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 Arizona-specific considerations under A.R.S. §§ 33-301 through 33-381 and Arizona 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.

☐ No other agreements exist.

☐ Additional agreements exist as follows: [________________________________]

2.2 The Sublease is in full force and effect and has not been modified 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.

☐ Confirmed — No defaults or potential defaults.

☐ Exception(s): [________________________________]

2.5 Subtenant has no existing claims, defenses, offsets, or counterclaims against Sublandlord.

☐ Confirmed.

☐ 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 — ARIZONA NOTE: Under Arizona 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 from the sublandlord's interest under the Master Lease. Arizona courts, treating commercial parties as sophisticated, will generally defer to the terms of the lease in determining sublease rights and restrictions. If the Master Lease terminates, the subtenant's possessory interest is extinguished unless a recognition or non-disturbance agreement exists.

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 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 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 Arizona Consent Requirements. To Subtenant's knowledge:

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

☐ The Master Lease expressly permits subleasing without additional consent.

☐ The Master Lease requires consent, which is not to be unreasonably withheld.

☐ Subtenant has no knowledge of whether consent was obtained.

☐ Consent was not obtained — status: [________________________________]

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

☐ No — Sublease rent is all-inclusive.

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

4.4 Security Deposit

ARIZONA NOTE: Arizona does not impose statutory caps or segregation requirements on commercial security deposits. The Arizona Residential Landlord and Tenant Act (A.R.S. § 33-1321) limits residential security deposits to one and one-half months' 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 entitled to free rent/abatement as follows: [________________________________]

4.7 Outstanding Obligations

☐ None.

☐ Outstanding amounts owed by Sublandlord: [________________________________]

5. SUBLEASE TERM

5.1 Sublease Term Details

5.2 Relationship to Master Lease Term

ARIZONA NOTE: Under Arizona common law, a transfer of the tenant's entire remaining interest for the full remaining term is treated as an assignment, not a sublease, regardless of how the document is labeled. This distinction is critical because an assignee steps into privity of estate with the master landlord. Verify that the Sublease does not convey the Sublandlord's entire remaining interest under 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, including any Arizona-specific permits (e.g., Arizona transaction privilege tax license, local business licenses, ADEQ permits).

☐ Confirmed.

☐ Exception(s): [________________________________]

6.6 Subtenant shares the following common areas or facilities:

☐ 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.

☐ 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 Recapture or profit-sharing rights:

☐ None.

☐ Recapture: [________________________________]

☐ Profit-sharing: [________________________________]

8. SUBLANDLORD OBLIGATIONS AND TENANT IMPROVEMENTS

8.1 Tenant Improvement Work

☐ No improvement obligations.

☐ Sublandlord's improvement obligations: [________________________________]

Status: ☐ All work completed. / ☐ Punch list remains: [________________________________] / ☐ 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

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

☐ Was not required under the Master Lease.

☐ Has NOT been obtained. Status: [________________________________]

☐ Subtenant has no knowledge of whether consent was obtained.

9.2 Recognition Agreement

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

☐ No recognition agreement exists.

☐ Being negotiated. Status: [________________________________]

☐ Subtenant has no knowledge.

9.3 Non-Disturbance Agreement (SNDA)

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

☐ No SNDA exists.

☐ Being negotiated.

☐ Subtenant has no knowledge of any mortgage or deed of trust 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 cure Sublandlord defaults.

☐ No specific provisions — governed by Arizona common law.

☐ Other: [________________________________]

10. INSURANCE

10.1 Subtenant maintains the following insurance coverages:

ARIZONA NOTE: Arizona's arid climate creates unique risks including monsoon flooding (particularly in the Phoenix metro area and southern Arizona), wildfires, and dust storms (haboobs). Properties in FEMA-designated flood zones or near washes should carry flood insurance. Standard commercial property policies may not cover monsoon-related water damage.

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, no Hazardous Materials (as defined in applicable law, including A.R.S. § 49-201 et seq.) have been used, generated, stored, or released by Subtenant on the Subleased Premises, except:

☐ No Hazardous Materials. / ☐ Exception(s): [________________________________]

11.2 No notice from ADEQ 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: [________________________________]

11.5 Water Rights/Usage. The Subleased Premises:

☐ Are served by a municipal water system.

☐ Rely on private well water — water rights/permits: [________________________________]

☐ Are within an Active Management Area (AMA) under A.R.S. § 45-401 et seq.

☐ Not applicable / Unknown.

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. ARIZONA-SPECIFIC PROVISIONS

13.1 Arizona Transaction Privilege Tax (TPT)

ARIZONA NOTE: Arizona does not impose a traditional sales tax. Instead, it levies a Transaction Privilege Tax (TPT) on the privilege of doing business. Commercial lease income is subject to TPT under the commercial lease classification. The tax is imposed on the landlord/sublandlord, though it is commonly passed through to the tenant/subtenant.

☐ Subtenant pays TPT as a pass-through under the Sublease.

☐ Sublandlord absorbs TPT as part of gross rent.

☐ TPT handling: [________________________________]

Current combined TPT rate (state + county + city): [____]%

Sublandlord's Arizona TPT License Number (if known): [________________________________]

13.2 Affidavit of Property Value

☐ An Affidavit of Property Value ☐ was / ☐ was not required in connection with the Sublease.

☐ Not applicable.

13.3 State Trust Land

☐ The Property is located on Arizona State Trust Land, and the Master Lease may be subject to additional restrictions under A.R.S. § 37-101 et seq.

☐ Not applicable.

13.4 Recording

☐ The Sublease or a memorandum thereof has been recorded with the [________________________________] County Recorder.

☐ The Sublease has not been recorded.

13.5 Foreclosure Impact

ARIZONA NOTE: Under Arizona law, a trustee's sale under a deed of trust will extinguish all interests subordinate to the deed of trust, including leases and subleases. A.R.S. § 33-811 provides that a trustee's sale will convey the property free and clear of all liens and encumbrances. However, a lease that predates the deed of trust generally survives.

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

☐ The Master Lease predates the deed of trust.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

13.6 Landlord's Lien

ARIZONA NOTE: Under A.R.S. § 33-361 et seq., a landlord has a statutory lien on a tenant's personal property for unpaid rent. This lien may affect Subtenant's property.

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

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

☐ Unknown.

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 Arizona.

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 Arizona Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Arizona commercial leases are governed by A.R.S. §§ 33-301 through 33-381 and common law. Arizona courts treat commercial parties as sophisticated and defer to lease terms for sublease rights and restrictions. Have this document reviewed by a qualified Arizona real estate attorney before use.