Tenant Estoppel Certificate - New York

TENANT ESTOPPEL CERTIFICATE (NEW YORK)

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

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.

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

NEW YORK NOTE: Commercial lease rent escalation clauses in New York commonly use "porters' wage" formulas (based on building service employee union wage rates), CPI adjustments, operating expense escalations, or real estate tax escalation. Identify the applicable escalation methodology and current escalation amount.

3.2 Additional Rent / Operating Expenses

3.3 Security Deposit

NEW YORK LAW NOTE: For residential tenancies, N.Y. General Obligations Law Section 5-903 requires landlords to hold security deposits in trust in a New York banking institution and, for buildings with six or more units, in an interest-bearing account. The HSTPA (2019) limits residential security deposits to one month's rent and prohibits landlords from collecting more. For commercial tenancies, there is no statutory limit on security deposits; parties may freely negotiate terms, and letters of credit with burndown provisions are common.

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: [________________________________]

5.7 Certificate of Occupancy Status:
☐ A Certificate of Occupancy covering Tenant's use has been issued. C of O No.: [________________________________]
☐ A Temporary Certificate of Occupancy is in effect. Expiration: [__/__/____]
☐ Unknown / Not verified.

NEW YORK NOTE: New York City requires a Certificate of Occupancy for all buildings and changes of use (NYC Building Code Section 28-118.3). Verify that Tenant's actual use conforms to the C of O and applicable zoning (NYC Zoning Resolution).

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: [____]

NEW YORK NOTE: Under N.Y. Real Property Law Section 226-b, residential tenants in buildings with four or more units have a statutory right to sublet, subject to landlord's reasonable consent. The landlord must respond to a subletting request within 30 days; unreasonable withholding of consent is a defense. This statute does not apply to commercial leases. For commercial leases, subletting and assignment rights are governed solely by the lease terms.

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 Building Services:
☐ Landlord is providing all building services required under the Lease (HVAC, elevator, cleaning, security, etc.).
☐ Deficient services: [________________________________]

7.5 Code Compliance:
☐ To Tenant's knowledge, Landlord is in compliance with all applicable building codes and Local Law requirements (including NYC Local Laws 84/97 benchmarking, Local Law 11 facade inspections, and Local Law 152 gas piping inspections, as applicable).
☐ Outstanding code compliance issues: [________________________________]

8. INSURANCE AND INDEMNIFICATION

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

NEW YORK NOTE: New York Workers' Compensation Law requires all employers to carry workers' compensation and disability benefits insurance. New York Paid Family Leave (PFL) coverage is also mandatory.

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).
☐ 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, lis pendens, or receivership proceedings affecting the Property.

NEW YORK NOTE: Under RPAPL, a purchaser at a foreclosure sale takes subject to any lease that is prior and superior to the mortgage being foreclosed. A tenant with a lease subordinate to the mortgage may lose its leasehold upon foreclosure unless protected by an SNDA. The Protecting Tenants at Foreclosure Act (12 U.S.C. Section 5220 note, made permanent in 2018) provides residential bona fide tenants with a minimum 90-day notice before eviction following foreclosure.

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 applicable New York Environmental Conservation Law and 6 NYCRR) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including NYSDEC, NYCDEP, or EPA) 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 New York State Brownfield Cleanup Program, Superfund, or state Inactive Hazardous Waste Disposal Site program.

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 ☐ There are no pending or threatened HP (Housing Part) proceedings, Department of Buildings violations, or ECB violations related to the Premises.

11.4 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 the New York City Human Rights Law (NYC Admin. Code Title 8) accessibility requirements.

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

12.3 ☐ To Tenant's actual knowledge, the Premises comply with New York City Building Code accessibility requirements (Chapter 11) and the New York State Uniform Fire Prevention and Building Code.

12.4 ☐ 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. NEW YORK-SPECIFIC PROVISIONS

14.1 Rent Stabilization / Rent Control (Residential Only)

NOTE: If the Premises are subject to the New York City Rent Stabilization Law, the Rent Control Law, or the Emergency Tenant Protection Act (ETPA), the following must be completed. The HSTPA (2019) eliminated high-rent/high-income decontrol, limited vacancy bonuses, capped IAI increases, and made rent stabilization permanent. Rent stabilization coverage is a matter of statutory right and cannot be created or waived by estoppel.

☐ Not applicable (commercial tenancy).

☐ The Premises ARE subject to rent stabilization:

• DHCR Registration No.: [________________________________]
• Legal Regulated Rent: $[________________________________] per month
• Preferential Rent (if any): $[________________________________] per month
• Lease Rider Provided (as required by RSC Section 2522.5): ☐ Yes ☐ No
• Major Capital Improvement (MCI) increase(s) in effect: ☐ None ☐ Amount: $[____]/month
• Individual Apartment Improvement (IAI) increase(s) in effect: ☐ None ☐ Amount: $[____]/month
• Rent Guidelines Board order applicable to current lease: [________________________________]
• Overcharge complaints pending at DHCR: ☐ None ☐ Details: [________________________________]
• Rent history complaints pending: ☐ None ☐ Details: [________________________________]

☐ The Premises ARE subject to rent control:

• Maximum Collectible Rent (MCR): $[________________________________] per month
• Maximum Base Rent (MBR): $[________________________________]

14.2 New York City Commercial Rent Tax

NOTE: The NYC Commercial Rent Tax (CRT) applies to tenants of commercial premises located in Manhattan south of the center line of 96th Street, subject to exemptions for small businesses.

☐ The Premises are located within the CRT district: ☐ Yes ☐ No
☐ Tenant is subject to the NYC Commercial Rent Tax (NYC Admin. Code Section 11-704): ☐ Yes ☐ No
☐ Tenant claims a CRT exemption (annual base rent at or below applicable threshold): ☐ Yes ☐ No
☐ CRT is a Lease pass-through to Tenant: ☐ Yes ☐ No ☐ N/A

14.3 Real Estate Tax Abatement / ICAP / PILOT

☐ Not applicable.
☐ The Property is subject to a tax abatement or exemption program:

• Program: ☐ ICAP ☐ 421-a ☐ 421-g ☐ J-51 ☐ PILOT ☐ Other: [____]
• Expiration Date: [__/__/____]
• Effect on Tenant's Tax Escalation Obligations: [________________________________]

14.4 Loft Law (NYC) (if applicable)

☐ Not applicable.
☐ The Premises are subject to the Loft Law (NYC Multiple Dwelling Law Article 7-C).

• IMD (Interim Multiple Dwelling) Registration No.: [________________________________]
• Legalization Status: ☐ Fully legalized ☐ Pending legalization ☐ Code compliance pending

14.5 Co-op / Condo Considerations

☐ Not applicable.
☐ The Property is a condominium unit.

• Unit/Lot designation: [________________________________]
• Common charges current: ☐ Yes ☐ No
• Board consent required for lease/assignment: ☐ Yes ☐ No

☐ The Property is a cooperative unit.

• Share allocation: [____] shares
• Maintenance current: ☐ Yes ☐ No
• Board consent required for lease/assignment: ☐ Yes ☐ No
• Alteration agreement on file: ☐ Yes ☐ No ☐ N/A

14.6 Certificate of Occupancy

☐ Tenant has verified that a valid Certificate of Occupancy exists for the Premises covering Tenant's use.

• C of O No.: [________________________________]
• Date: [__/__/____]
  ☐ A Temporary Certificate of Occupancy is in effect. Expiration: [__/__/____]
  ☐ Tenant has not verified Certificate of Occupancy status.

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: [________________________________]

NEW YORK NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK
COUNTY OF [________________________________]

On the [____] day of [________________________________], [____], before me, the undersigned, personally appeared [________________________________], personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

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

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. New York estoppel certificate requirements may be affected by rent stabilization, HSTPA, local ordinances, and other legal requirements. Consult a qualified New York attorney before use.