TENANT ESTOPPEL CERTIFICATE

THIS TENANT ESTOPPEL CERTIFICATE (this "Certificate") is made and delivered as of [__/__/____] (the "Certificate Date").

1. IDENTIFICATION

1.1 Property and Parties

1.2 Lease Identification

The Lease, together with all amendments, modifications, supplements, side letters, and guaranty agreements described in Exhibit A, is collectively referred to herein as the "Lease."

2. LEASE STATUS CERTIFICATIONS

The undersigned Tenant hereby certifies to the Requesting Party, its successors, and assigns as follows:

2.1 ☐ The Lease is in full force and effect and has not been modified, supplemented, or amended except as set forth in Exhibit A.

2.2 ☐ Tenant is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Tenant under the Lease.

2.3 ☐ To Tenant's actual knowledge, Landlord is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Landlord under the Lease.

Exceptions to Sections 2.2 and 2.3 (if any): [________________________________]

2.4 ☐ There are no existing claims, defenses, counterclaims, or offsets that Tenant has against the enforcement of the Lease by Landlord.

2.5 ☐ Tenant has not delivered any notice of termination or exercised any early termination right under the Lease.

2.6 ☐ There are no oral agreements or understandings between Landlord and Tenant affecting the Lease or the Premises that are not set forth in the Lease.

2.7 ☐ Tenant has not received any notice from Landlord alleging a default by Tenant that remains uncured.

3. FINANCIAL CERTIFICATIONS

3.1 Rent

3.2 Additional Rent / Operating Expenses

3.3 Security Deposit

MULTI-STATE NOTE: Security deposit laws vary significantly by jurisdiction. Some states (e.g., California Civil Code Section 1950.7 for commercial; Alabama Code Section 35-9A-201 for residential) impose statutory limits, return timelines, and itemization requirements. Confirm applicable state law before completing this section.

3.4 Prepaid Rent and Concessions

4. LEASE TERM CERTIFICATIONS

4.1 Current Term

4.2 Renewal and Extension Options

4.3 Expansion, ROFR/ROFO, and Purchase Options

5. OCCUPANCY AND USE CERTIFICATIONS

5.1 ☐ Tenant has accepted possession of the Premises and is currently occupying the Premises.

5.2 ☐ Tenant is open for business and operating at the Premises.
☐ Tenant is not yet open for business. Anticipated opening date: [__/__/____].

5.3 Permitted Use: [________________________________]

5.4 Exclusive Use Provision: ☐ None ☐ Tenant has an exclusive use right for: [________________________________]

5.5 Co-Tenancy Provision: ☐ None ☐ Details: [________________________________]

5.6 Radius Restriction: ☐ None ☐ Details: [________________________________]

5.7 Operating Covenant: ☐ None ☐ Tenant is required to continuously operate. Details: [________________________________]

6. ASSIGNMENT AND SUBLETTING

6.1 ☐ Tenant has not assigned, transferred, or sublet the Lease or any portion of the Premises.

6.2 ☐ Tenant has assigned or sublet as follows:

6.3 Assignment/Subletting Restrictions: ☐ Landlord consent required ☐ Landlord has recapture right ☐ Profit-sharing with Landlord ☐ Other: [____]

6.4 ☐ No sublease or assignment is currently pending or under negotiation.

7. LANDLORD OBLIGATIONS

7.1 Tenant Improvement Work:
☐ Landlord has completed all required tenant improvement work under the Lease to Tenant's satisfaction.
☐ Landlord has outstanding obligations as follows: [________________________________]

7.2 Work Letter / Build-Out Allowances:
☐ All allowances have been paid in full.
☐ Unpaid balance of $[________________________________] remains due from Landlord.

7.3 Repair and Maintenance Obligations:
☐ To Tenant's knowledge, Landlord has fulfilled all repair and maintenance obligations under the Lease.
☐ Outstanding Landlord repair obligations: [________________________________]

7.4 Capital Improvement Obligations:
☐ None outstanding.
☐ Details: [________________________________]

8. INSURANCE AND INDEMNIFICATION

8.1 ☐ Tenant currently maintains all insurance coverages required under the Lease, including:

8.2 ☐ Landlord is named as additional insured on Tenant's general liability policy.
☐ Lender is named as additional insured: [________________________________]

8.3 ☐ The Lease contains mutual waiver of subrogation provisions.

9. SUBORDINATION / SNDA STATUS

9.1 Subordination:
☐ The Lease is subordinate to existing mortgage(s) / deed(s) of trust.
☐ The Lease is superior to all existing encumbrances.
☐ Unknown.

9.2 SNDA (Subordination, Non-Disturbance, and Attornment Agreement):
☐ Tenant has executed an SNDA with the following lender(s):

☐ Tenant has not executed any SNDA.
☐ Tenant has requested but not yet received an SNDA.

9.3 ☐ Tenant has not received any notice of foreclosure, deed in lieu, or receivership proceedings affecting the Property.

10. HAZARDOUS MATERIALS / ENVIRONMENTAL

10.1 ☐ To Tenant's actual knowledge, Tenant has not used, stored, generated, released, or disposed of any Hazardous Materials on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority regarding the presence of Hazardous Materials at the Premises.

10.3 ☐ Tenant has not received any notice regarding environmental contamination or remediation obligations affecting the Premises or the Property.

10.4 ☐ Tenant's use of Hazardous Materials, if any, complies with all applicable environmental laws and the terms of the Lease.

11. LITIGATION AND DISPUTES

11.1 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation, arbitration, administrative proceeding, or other dispute between Tenant and Landlord.

11.2 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation, arbitration, or administrative proceeding affecting Tenant's ability to perform its obligations under the Lease.

11.3 Exceptions (if any): [________________________________]

12. ADA / ACCESSIBILITY COMPLIANCE

12.1 ☐ To Tenant's actual knowledge, the Premises comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and all applicable state and local accessibility requirements.

12.2 ☐ Tenant has not received any notice of non-compliance with ADA or state accessibility requirements.

12.3 ☐ Tenant has not made any request for ADA-related modifications to the Premises that remains unfulfilled.

MULTI-STATE NOTE: Certain states impose additional accessibility disclosure or inspection requirements. For example, California requires CASp (Certified Access Specialist) disclosures under Civil Code Section 1938 for commercial leases. Confirm applicable state requirements and supplement this section accordingly.

13. RELIANCE AND INDEMNIFICATION

13.1 Reliance. Tenant acknowledges and agrees that this Certificate is made for the benefit of the Requesting Party and the following additional parties, each of whom may rely on the statements contained herein:

☐ Prospective Purchaser: [________________________________]
☐ Lender: [________________________________]
☐ Title Company: [________________________________]
☐ Their respective successors and assigns

13.2 Binding Effect. Tenant acknowledges that the Requesting Party and the parties identified in Section 13.1 will rely on the accuracy and completeness of this Certificate in connection with a proposed:

☐ Sale/acquisition of the Property
☐ Financing/refinancing of the Property
☐ Other transaction: [________________________________]

13.3 Estoppel Effect. Tenant agrees that it shall be estopped from asserting any claim or defense inconsistent with the certifications made in this Certificate against the Requesting Party and the reliance parties identified above.

13.4 Knowledge Qualifier. Where this Certificate states "to Tenant's actual knowledge" or similar language, such phrase means the actual (not constructive or imputed) knowledge of [________________________________] (name and title of certifying individual), without independent investigation or inquiry.

13.5 Indemnification. Tenant shall indemnify, defend, and hold harmless the Requesting Party and its successors and assigns from and against any losses, costs, damages, or expenses (including reasonable attorneys' fees) arising from any material misrepresentation or inaccuracy in this Certificate.

MULTI-STATE NOTE: The enforceability of estoppel-based indemnification provisions varies by jurisdiction. Some states limit estoppel liability to actual reliance damages. Confirm enforceability under applicable state law.

14. STATE-SPECIFIC PROVISIONS

IMPORTANT: This universal template must be supplemented with applicable state-specific provisions. The following are common areas where state law varies materially:

14.1 Rent Control / Rent Stabilization:
☐ Not applicable.
☐ The Premises are subject to the following rent regulation: [________________________________]

14.2 Security Deposit Statutory Requirements:
Applicable state statute governing security deposits: [________________________________]

14.3 Recording Requirements:
☐ A memorandum of lease has been recorded.
☐ This Certificate will / will not be recorded.

14.4 Notarization Requirements:
☐ Notarization is required under applicable law or by the Requesting Party.
☐ Notarization is not required.

14.5 Additional State-Specific Disclosures:
[________________________________]

15. TENANT ACKNOWLEDGMENTS

15.1 Tenant confirms that the individual executing this Certificate on behalf of Tenant has the authority to do so and to bind Tenant to the certifications contained herein.

15.2 Tenant confirms that it has reviewed the Lease and its records in connection with the preparation of this Certificate.

15.3 Tenant understands that this Certificate will survive any transfer of the Property and will be binding upon Tenant and its successors and assigns.

16. EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Tenant Estoppel Certificate as of the Certificate Date.

TENANT:

[________________________________]
a [________________________________] (entity type)

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Contact Information for Tenant:
Phone: [________________________________]
Email: [________________________________]

NOTARY ACKNOWLEDGMENT (if required)

STATE OF [________________________________]
COUNTY OF [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public in and for said State, personally appeared [________________________________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

EXHIBIT A — LEASE DOCUMENT LIST

The following documents, taken together, constitute the "Lease" as referenced in this Certificate:

Additional documents (if any):

Guaranty Agreement(s):

Side Letters / Memoranda:

This Certificate contains [____] pages, including Exhibit A.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Estoppel certificate requirements vary by state and may be affected by local ordinances, rent control regulations, and other legal requirements. Consult a qualified attorney licensed in your jurisdiction before use.