Subtenant Estoppel Certificate - Arkansas

SUBTENANT ESTOPPEL CERTIFICATE — ARKANSAS

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 Arkansas-specific considerations, including Ark. Code § 18-16-102 (subtenant rent collection restrictions) and Arkansas security deposit rules.

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 — ARKANSAS NOTE: Under Arkansas 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. If the Master Lease terminates, the subtenant's rights are extinguished. Additionally, Ark. Code § 18-16-102 imposes a criminal penalty on a lessee who sublets property and collects rent from the subtenant before making final settlement with the master landlord without first obtaining written authorization from the landlord specifying the amount of rent to be collected.

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: [________________________________]

☐ 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 Arkansas Rent Collection Authorization (Ark. Code § 18-16-102). To Subtenant's knowledge:

☐ Sublandlord has obtained written authorization from the Master Landlord specifying the amount of rent that Sublandlord may collect from Subtenant.

☐ The Master Lease expressly permits subleasing and rent collection without additional authorization.

☐ Subtenant has no knowledge of whether such authorization was obtained.

☐ Authorization was not obtained — status: [________________________________]

ARKANSAS NOTE: Under Ark. Code § 18-16-102, it is unlawful for a lessee who has sublet property to collect any rent from the subtenant without first obtaining the landlord's written direction stating the amount of rent authorized to be collected. A principal tenant who violates this provision is guilty of a misdemeanor, punishable by a fine of $50 to $500, imprisonment up to six months, or both.

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: [________________________________]

4.4 Security Deposit — Arkansas Compliance

ARKANSAS NOTE: Under Ark. Code § 18-16-304, a security deposit for residential tenancies may not exceed two months' rent. The deposit must be returned within 60 days of termination of tenancy (Ark. Code § 18-16-305). For commercial leases, there is no statutory cap, but the 60-day return deadline under the general landlord-tenant provisions may apply. Consult with Arkansas counsel to confirm applicability.

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

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 Arkansas-specific permits. ☐ Confirmed. / ☐ Exception(s): [________________________________]

6.6 Subtenant shares the following common areas or facilities: ☐ None — 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 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.

☐ Recognition agreement provides for continued occupancy.

☐ Subtenant has the right to receive notice and cure Sublandlord defaults.

☐ No specific provisions — governed by Arkansas common law.

☐ Other: [________________________________]

10. INSURANCE

10.1 Subtenant maintains the following insurance coverages:

ARKANSAS NOTE: Arkansas is in Tornado Alley and subject to significant severe weather risk. Properties may need windstorm/tornado coverage. Properties near the Mississippi River or in low-lying areas may require flood insurance.

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 Ark. Code § 8-7-501 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: [________________________________]

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. ARKANSAS-SPECIFIC PROVISIONS

13.1 Subtenant Rent Collection Compliance (Ark. Code § 18-16-102)

CRITICAL ARKANSAS PROVISION: Ark. Code § 18-16-102 makes it unlawful for a lessee who has sublet property to take or collect any rent from the subtenant before final settlement with the landlord, without first obtaining the landlord's written direction stating the amount of rent authorized to be collected. Violation is a misdemeanor ($50-$500 fine, up to 6 months imprisonment, or both).

☐ Sublandlord has obtained written direction from Master Landlord authorizing rent collection from Subtenant.

☐ The Master Lease expressly authorizes Sublandlord to collect rent from subtenants.

☐ Subtenant has no knowledge of whether such authorization exists.

☐ Not applicable (commercial lease exception — consult counsel on applicability).

13.2 Security Deposit Return Timeline

☐ The Sublease provides for return of the security deposit within 60 days of termination (consistent with Ark. Code § 18-16-305).

☐ The Sublease provides for a different return timeline: [________________________________]

13.3 Recording

☐ The Sublease or a memorandum thereof has been recorded in the office of the Circuit Clerk of [________________________________] County, Arkansas.

☐ 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/deed of trust.

☐ Other protections exist: [________________________________]

☐ No protections are known to exist.

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 Arkansas.

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 Arkansas Subtenant Estoppel Certificate template is provided for informational purposes only and does not constitute legal advice. Arkansas has a unique statutory provision under Ark. Code § 18-16-102 that criminalizes rent collection from subtenants without landlord authorization. Have this document reviewed by a qualified Arkansas real estate attorney before use.