Subtenant Estoppel Certificate - Florida

SUBTENANT ESTOPPEL CERTIFICATE — FLORIDA

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 Florida-specific considerations, including Fla. Stat. Ch. 83 (landlord-tenant provisions), security deposit requirements, and Florida common law governing commercial subleases.

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 — FLORIDA NOTE: Under Florida common law, a subtenant has no privity of contract or privity of estate with the master landlord. The subtenant's rights derive entirely from the sublandlord's interest under the Master Lease. If the Master Lease terminates, the subtenant's right to possession is extinguished, and the master landlord may proceed with an eviction action under Fla. Stat. Ch. 83, Part I (applicable to nonresidential tenancies). A subtenant cannot sue the master landlord directly for lease violations; the subtenant must seek remedies through 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: [________________________________]

☐ 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 — Florida Compliance

FLORIDA NOTE: While Fla. Stat. § 83.49 (residential security deposits) requires landlords to hold deposits in a separate non-interest-bearing account in a Florida banking institution (or an interest-bearing account or post a surety bond), Florida has no statutory commercial security deposit requirements. Commercial security deposits are governed entirely by the terms of the lease or sublease. Parties should address deposit handling, return timelines, and permitted deductions contractually.

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

☐ Confirmed — Full deposit remains on hand.

☐ Exception(s): [________________________________]

Subtenant received written notice from Sublandlord regarding the deposit within 30 days of receipt as required by Fla. Stat. § 83.49(2) (if applicable by analogy to commercial):

☐ Yes / ☐ No / ☐ Not applicable (purely commercial, no statutory requirement)

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

FLORIDA NOTE: Under Florida common law, a transfer of the tenant's entire remaining interest for the full remaining lease term is an assignment, not a sublease, regardless of the document's label. In an assignment, the assignee steps into privity of estate with the master landlord. In a sublease, the subtenant has no such privity. 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 of the Subleased Premises, including any required Florida-specific permits (e.g., DBPR licenses, DEP permits, local business tax receipts).

☐ 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 Condominium/Cooperative Association Approval (if applicable)

☐ Not applicable — The Property is not a condominium or cooperative.

☐ The Property is a ☐ condominium (Fla. Stat. Ch. 718) / ☐ cooperative (Fla. Stat. Ch. 719), and association approval:

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

☐ Has NOT been obtained. Status: [________________________________]

☐ Was not required.

9.3 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.

9.4 Non-Disturbance Agreement (SNDA)

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

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

☐ No SNDA exists.

☐ SNDA is being negotiated. Status: [________________________________]

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

9.5 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 governed by Florida common law (sublease extinguished upon master lease termination absent recognition agreement).

☐ Other: [________________________________]

10. INSURANCE

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

FLORIDA NOTE: Florida properties, particularly in coastal and central regions, may require windstorm/hurricane coverage, flood insurance (for properties in FEMA-designated flood zones), and sinkhole coverage (especially in areas of karst geology). Citizens Property Insurance Corporation may provide coverage where private market options are limited.

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 Fla. Stat. Ch. 376 and Ch. 403) 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 FDEP) 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 (including DEP 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. FLORIDA-SPECIFIC PROVISIONS

13.1 Florida Sales Tax on Commercial Rent

FLORIDA NOTE: Florida imposes a state sales tax on the total rent charged under a commercial lease or sublease (Fla. Stat. § 212.031). The current state rate is 5.5%, plus applicable county discretionary sales surtax. The Sublease should address which party is responsible for collecting and remitting sales tax on sublease rent.

☐ Subtenant pays Florida sales tax on sublease rent to Sublandlord, who remits to the Florida Department of Revenue.

☐ Subtenant remits Florida sales tax directly to the Florida Department of Revenue under its own sales tax registration.

☐ Sales tax is included in the stated rent amount.

☐ Sales tax handling: [________________________________]

Current combined sales tax rate (state + county surtax): [____]%

Subtenant's Florida Sales Tax Registration Number (if applicable): [________________________________]

13.2 Florida Documentary Stamp Tax

☐ Florida documentary stamp tax ☐ was / ☐ was not paid on the Sublease at the time of execution.

☐ Not applicable (documentary stamp tax generally applies to written obligations to pay money or transfers of real property; applicability to subleases should be confirmed with counsel).

13.3 Radon Gas Disclosure

FLORIDA NOTE: Fla. Stat. § 404.056(5) requires the following radon gas disclosure in building leases:

"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department."

☐ The Sublease contains the required radon gas disclosure.

☐ The Sublease does not contain a radon gas disclosure.

13.4 Security Deposit — Florida Commercial (No Statutory Requirement)

NOTE: Florida has no statutory commercial security deposit requirements. Unlike residential tenancies (governed by Fla. Stat. § 83.49), commercial deposit handling — including return timelines, permitted deductions, and notice obligations — is governed entirely by the lease terms.

☐ The Sublease specifies deposit return timelines and claim procedures.

☐ The Sublease is silent on deposit return procedures; parties should address contractually.

☐ Subtenant received written notice from Sublandlord regarding deposit handling. / ☐ No such notice received.

13.5 Recording

☐ The Sublease or a memorandum thereof has been recorded in the official records of [________________________________] County, Florida.

☐ The Sublease has not been recorded.

FLORIDA NOTE: Under Fla. Stat. § 689.01, leases for a term exceeding one year must be in writing. Leases of more than one year in duration may also be recorded. A recorded sublease or memorandum of sublease provides constructive notice to third parties but is not required for validity between the parties.

13.6 Foreclosure Impact

FLORIDA NOTE: Under Florida law, a mortgage foreclosure will extinguish all leases and subleases that are subordinate to the mortgage. However, under certain circumstances, the purchaser at a foreclosure sale may be deemed to have assumed the lease obligations if it accepts rent from the tenant after foreclosure. Florida does not have a statutory equivalent to the federal Protecting Tenants at Foreclosure Act for commercial tenancies.

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

☐ The Master Lease predates the mortgage encumbering the Property.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

13.7 Hurricane / Storm Damage Provisions

☐ The Sublease contains provisions addressing casualty damage from hurricanes or tropical storms, including rent abatement and termination rights.

☐ The Sublease is silent regarding hurricane/storm damage provisions.

☐ Details: [________________________________]

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 Governing Law

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

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 Florida Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Florida has specific requirements including sales tax on commercial rent (Fla. Stat. § 212.031), radon gas disclosure (Fla. Stat. § 404.056), and commercial security deposit obligations (governed by lease terms; Florida has no commercial security deposit statute). Have this document reviewed by a qualified Florida real estate attorney before use.