Subtenant Estoppel Certificate - Texas

SUBTENANT ESTOPPEL CERTIFICATE — TEXAS

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 Texas-specific requirements, including Tex. Prop. Code § 91.005 (subletting consent), Chapter 93 (commercial tenancies), and Texas common law privity doctrines.

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 — TEXAS NOTE: Under Texas law, in a sublease arrangement, no privity of contract exists between the subtenant and the master landlord unless the subtenant and master landlord execute a separate agreement. Privity of estate likewise does not arise between the subtenant and master landlord in a sublease (as distinguished from an assignment). The original tenant (Sublandlord) remains liable to the Master Landlord for all obligations under the Master Lease and for acts or omissions of the Subtenant. If the Master Landlord terminates the Master Lease for Sublandlord's default, Subtenant's possessory rights may be extinguished.

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.

3.6 Texas Consent Requirement (Tex. Prop. Code § 91.005). Under Texas law, a tenant may not sublet the leasehold to any other person without the prior consent of the landlord. 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: [________________________________]

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

TEXAS NOTE: Texas does not impose statutory limits on commercial security deposits, nor does Texas law require commercial landlords to hold security deposits in separate accounts or pay interest on them. The terms of the Sublease govern all security deposit matters in a commercial context.

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

TEXAS NOTE: Under Texas common law, a transfer of the tenant's entire interest for the entire remaining term constitutes an assignment, not a sublease, regardless of how the parties label the document. In an assignment, the assignee steps into privity of estate with the master landlord. In a sublease, the subtenant has no privity with the master landlord. Verify that the Sublease does not convey the entire remaining 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 of the Subleased Premises, including any required Texas-specific permits (e.g., TCEQ permits, TABC permits, municipal certificates of occupancy).

☐ 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 (consistent with Tex. Prop. Code § 91.005).

☐ 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.

TEXAS NOTE: Under Tex. Prop. Code § 91.005, a tenant may not sublet the leasehold without the prior consent of the landlord. If consent was not obtained, the Master Landlord may have grounds to evict the Subtenant and sue the Sublandlord for breach. However, this statutory prohibition may be modified by the terms of the Master Lease. Unauthorized subletting may constitute a substantial breach of the Master Lease.

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 governed by Texas 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:

TEXAS NOTE: Properties in coastal Texas counties may require separate windstorm and hail insurance through the Texas Windstorm Insurance Association (TWIA). Properties in FEMA-designated flood zones may 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 Tex. Health & Safety Code Ch. 361) 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 TCEQ) 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 TCEQ 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. TEXAS-SPECIFIC PROVISIONS

13.1 Texas Property Code Chapter 93 — Commercial Tenancies

Subtenant acknowledges the following provisions of Texas Property Code Chapter 93:

☐ Lockout / Exclusion (§ 93.002): Subtenant understands that under certain circumstances, a landlord may change the door locks of a commercial tenant who is delinquent in rent, subject to the requirements of § 93.002.

☐ Interruption of Utilities (§ 93.002): Subtenant understands that a commercial landlord may interrupt utilities to a commercial tenant who is delinquent in rent under certain conditions specified by Texas law.

☐ Personal Property Lien (§ 54.021 et seq.): Sublandlord may have a lien on Subtenant's personal property for unpaid rent.

13.2 Texas Landlord's Lien

TEXAS NOTE: Under Tex. Prop. Code §§ 54.021-54.045, a commercial landlord has a statutory lien on the tenant's personal property for unpaid rent. The Master Landlord's lien under the Master Lease may extend to Subtenant's property in certain circumstances. The Sublease should address whether Subtenant has waived or acknowledged such lien.

To Subtenant's knowledge:

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

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

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

☐ Unknown.

13.3 Security Deposit

☐ The security deposit is held by Sublandlord per the terms of the Sublease.

☐ No statutory requirements govern the handling of commercial security deposits in Texas; the Sublease terms control.

13.4 Recording

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

☐ The Sublease has not been recorded.

13.5 Foreclosure Impact

TEXAS NOTE: Under Texas law, foreclosure of a deed of trust will terminate all leases and subleases subordinate to the deed of trust unless the lender or purchaser elects to honor them or an SNDA is in place. Texas follows the "first in time, first in right" rule — a lease that predates the deed of trust generally survives foreclosure.

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

☐ The Master Lease predates the deed of trust encumbering the Property.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

13.6 Assumed Name / DBA

☐ Subtenant operates at the Subleased Premises under the following assumed name(s) registered with the Texas Secretary of State or county clerk: [________________________________]

☐ Subtenant does not operate under an assumed name.

13.7 Texas Deceptive Trade Practices Act Waiver

☐ The Sublease contains a waiver of the Texas Deceptive Trade Practices-Consumer Protection Act (Tex. Bus. & Com. Code Ch. 17) to the extent permitted by law.

☐ No such waiver exists.

☐ Not applicable.

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 Texas.

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 Texas Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Texas commercial lease law is primarily governed by Tex. Prop. Code §§ 91.005 and Ch. 93, with most sublease rights and obligations determined by the lease terms. Have this document reviewed by a qualified Texas real estate attorney before use.