Tenant Estoppel Certificate - Alaska

TENANT ESTOPPEL CERTIFICATE (ALASKA)

THIS TENANT ESTOPPEL CERTIFICATE (this "Certificate") is made and delivered as of [__/__/____] (the "Certificate Date"), pursuant to the laws of the State of Alaska.

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."

ALASKA NOTE: Alaska uses recording districts rather than county-based recording systems. Confirm the applicable recording district for the Property.

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.

2.8 ☐ Tenant has not filed for protection under any chapter of the United States Bankruptcy Code, and no involuntary petition has been filed against Tenant.

3. FINANCIAL CERTIFICATIONS

3.1 Rent

3.2 Additional Rent / Operating Expenses

ALASKA NOTE: Alaska has no state sales tax, but some boroughs and municipalities levy property taxes and local sales taxes. Confirm whether any local taxes are passed through to Tenant under the Lease.

3.3 Security Deposit

ALASKA LAW NOTE: For residential tenancies, AS 34.03.070 limits security deposits to two months' rent (or one month's rent if monthly rent is $2,000 or more). Landlords must return the deposit within 14 days if the tenant provides a forwarding address, or 30 days otherwise. The landlord must provide an itemized statement of any deductions. For commercial tenancies, there are no statutory limits; the parties may freely negotiate security deposit terms.

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 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:

ALASKA NOTE: Alaska workers' compensation insurance is mandatory for nearly all employers (AS 23.30). Earthquake insurance is not mandatory but should be considered given Alaska's seismic activity. Confirm whether the Lease requires earthquake coverage.

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 deed(s) of trust / mortgage(s).
☐ 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, trustee's sale, 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 (as defined in applicable Alaska Statutes, including AS 46.03 and AS 46.09) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including ADEC, EPA, or local agencies) 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, including under the Alaska Oil and Hazardous Substance Discharge Prevention and Contingency Plan Act (AS 46.04).

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

ALASKA NOTE: Alaska's unique environmental considerations include petroleum contamination from fuel storage (particularly significant in rural areas), permafrost-related environmental issues, and compliance with the Alaska Department of Environmental Conservation (ADEC) regulations. Underground storage tank compliance under 18 AAC 78 should be confirmed if applicable.

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 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 applicable Alaska accessibility requirements.

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

12.3 ☐ Tenant has not made any request for accessibility-related modifications that remains unfulfilled.

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.

14. ALASKA-SPECIFIC PROVISIONS

14.1 No Rent Control

☐ Tenant acknowledges that Alaska has no state or local rent control or rent stabilization laws.

14.2 Alaska Native Land / ANCSA Considerations

☐ Not applicable.
☐ The Property is located on Alaska Native Claims Settlement Act (ANCSA) corporation land.

• Village/Regional Corporation: [________________________________]
• Ground lease or land use agreement: [________________________________]
• Restrictions on assignment/transfer: [________________________________]

☐ The Property is located on restricted Native allotment land: ☐ Yes ☐ No

ALASKA NOTE: Properties on ANCSA corporation land or Native allotments may be subject to restrictions on transfer, encumbrance, and use. Confirm with the applicable Native corporation or Bureau of Indian Affairs whether the Lease requires consent for the proposed transaction.

14.3 Seismic and Natural Hazard Considerations

☐ Tenant is not aware of any unrepaired seismic damage to the Premises.
☐ Seismic damage has occurred. Details: [________________________________]
☐ The building has been retrofitted for seismic compliance: ☐ Yes ☐ No ☐ Unknown
☐ Earthquake insurance is required under the Lease: ☐ Yes ☐ No

14.4 Seasonal Access / Weather Considerations

☐ The Premises are accessible year-round.
☐ Access to the Premises is seasonal or weather-dependent. Details: [________________________________]

14.5 Alaska Recording

☐ A Memorandum of Lease has been recorded in the [________________________________] Recording District.

• Recording Date: [__/__/____]
• Document No.: [________________________________]
  ☐ No Memorandum of Lease has been recorded.

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: [________________________________]

ALASKA NOTARY ACKNOWLEDGMENT

STATE OF ALASKA
[____] JUDICIAL DISTRICT

On [__/__/____], before me, [________________________________], a Notary Public in and for the State of Alaska, personally appeared [________________________________], known to me (or 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).

WITNESS my hand and official seal.

Notary Public in and for Alaska: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

EXHIBIT A — LEASE DOCUMENT LIST

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

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. Consult a qualified Alaska attorney before use.