Tenant Estoppel Certificate - Arkansas

TENANT ESTOPPEL CERTIFICATE (ARKANSAS)

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

1. IDENTIFICATION

1.1 Property and Parties

1.2 Lease Identification

ARKANSAS NOTE: Real property records in Arkansas are maintained by the Circuit Clerk (or in some counties, the County Clerk/Recorder) of each county.

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.

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

3.3 Security Deposit

ARKANSAS LAW NOTE: For residential tenancies, ACA Section 18-16-305 requires landlords to return the security deposit within 60 days after termination of the tenancy. Arkansas does not impose a statutory limit on the amount of security deposits for either residential or commercial tenancies. The landlord is not required to hold the deposit in a separate account or pay interest. For commercial tenancies, all terms are negotiable.

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:

ARKANSAS NOTE: Arkansas employers with three or more employees are required to carry workers' compensation insurance (ACA Section 11-9-102). Given Arkansas's exposure to severe weather (tornadoes, ice storms, flooding), confirm whether the Lease requires windstorm, flood, or other catastrophic 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 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 or receivership proceedings affecting the Property.

ARKANSAS NOTE: Arkansas permits both judicial and non-judicial (power of sale) foreclosures. Non-judicial foreclosure is commonly used when the deed of trust contains a power of sale clause. The statutory redemption period following judicial foreclosure is generally one year (ACA Section 18-49-106).

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 under the Arkansas Hazardous Waste Management Act, ACA Section 8-7-201 et seq., and the Arkansas Water and Air Pollution Control Act) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including ADEQ, 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.

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 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 Arkansas accessibility requirements.

12.2 ☐ Tenant has not received any notice of non-compliance with ADA or Arkansas 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. ARKANSAS-SPECIFIC PROVISIONS

14.1 No Rent Control

☐ Tenant acknowledges that Arkansas has no rent control or rent stabilization laws.

14.2 Arkansas Usury and Interest

ARKANSAS NOTE: Arkansas has a constitutional usury provision (Arkansas Constitution, Amendment 89) that may affect certain lease-related financial provisions, including late fees and interest on overdue rent. The maximum lawful rate of interest is generally 5% above the Federal Reserve discount rate, with certain exceptions. Confirm that any late payment provisions in the Lease comply with Arkansas usury law.

☐ Late payment charges under the Lease: $[________________________________] or [____]% per month.
☐ Tenant confirms no dispute regarding late fees or interest charges.

14.3 Property Tax Considerations

ARKANSAS NOTE: Arkansas property is assessed at 20% of true market value. The Assessment Coordination Department oversees uniformity. Tax incentive programs (e.g., under the Arkansas Economic Development Act) may affect pass-through calculations.

14.4 Condemnation / Eminent Domain

☐ To Tenant's knowledge, there are no pending or threatened condemnation or eminent domain proceedings affecting the Premises.
☐ Details: [________________________________]

14.5 Arkansas Recording

☐ A Memorandum of Lease has been recorded in the Office of the Circuit Clerk, [________________________________] County, Arkansas.

• Recording Date: [__/__/____]
• Book: [____], Page: [____]
• Instrument 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: [________________________________]

ARKANSAS NOTARY ACKNOWLEDGMENT

STATE OF ARKANSAS
COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, [________________________________], a Notary Public, duly commissioned and acting, within and for said county and state, appeared [________________________________], to me well known to be the identical person(s) who executed the within and foregoing instrument and stated that he/she/they had executed the same for the consideration and purposes therein mentioned and set forth.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date last above written.

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:

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 Arkansas attorney before use.