TENANT ESTOPPEL CERTIFICATE DRAFTING WORKFLOW

Overview and Purpose

You are tasked with drafting a comprehensive Tenant Estoppel Certificate for use in commercial real estate transactions. This document serves as a critical due diligence instrument whereby a tenant certifies specific facts about their lease to prospective purchasers and lenders. The estoppel certificate creates binding representations upon which third parties will rely in making significant financial decisions regarding the property acquisition and financing.

An estoppel certificate prevents the tenant from later contradicting or "being estopped from" denying the facts certified in the document. Given the legal significance and potential liability associated with these certifications, your draft must be precise, comprehensive, and professionally formatted to meet institutional standards expected by sophisticated commercial real estate parties.

Document Header and Parties

Begin by establishing the formal structure of the certificate with a clear, centered title reading "TENANT ESTOPPEL CERTIFICATE" in capital letters. Below the title, create a professional addressee block that identifies all parties who will rely upon this certificate. The "To:" line should specify both the prospective purchaser and any lender providing acquisition financing, using their complete legal names as they will appear in transaction documents. The "From:" line must identify the tenant using its exact legal entity name as it appears in the lease agreement, including any designation such as LLC, Inc., or LP.

Include the current landlord's complete legal name for reference purposes, as this establishes the chain of the leasehold relationship. Date the certificate as of the specific date of execution, which will typically be a date certain required by the purchase agreement or loan commitment. Finally, craft a "Re:" line that specifically identifies the lease by reference to the premises address, ensuring absolute clarity about which lease relationship is being certified.

Recitals and Context

Draft a substantive recitals section that establishes the factual and transactional context for the certificate. Begin by having the tenant formally identify itself and acknowledge its role as lessee under the specific lease agreement. Reference the lease with particularity by stating its execution date and identifying the original landlord party, even if different from the current landlord due to prior assignments. Provide the complete street address of the leased premises, including suite number if applicable, to eliminate any ambiguity about the property in question.

Explicitly state that the tenant understands and acknowledges the purpose of the certificate: that the purchaser is evaluating the acquisition of the property and that the lender is considering providing financing secured by the property. This acknowledgment is crucial because it establishes that the tenant knows these parties will rely on the certifications in making substantial financial commitments. Include language confirming that the tenant is providing these certifications with the understanding that they are material to the transaction and will be relied upon by the recipients.

Core Lease Certifications

Structure the substantive certifications in a numbered format for clarity and ease of reference. For the lease documents certification, state that a true, correct, and complete copy of the lease, including all amendments, modifications, riders, side letters, and other agreements affecting the lease, is attached as Exhibit A. Emphasize completeness to ensure no undisclosed modifications exist. Certify that the lease is currently in full force and effect, has not been canceled, terminated, or surrendered, and represents the entire agreement between landlord and tenant regarding the premises, except as specifically disclosed in the attached exhibit.

Regarding the lease term, provide specific commencement and expiration dates, and if the lease has not yet commenced, clearly state the anticipated commencement date and any conditions precedent. If renewal or extension options have been exercised, specify the dates of exercise and the resulting extended expiration date. For rent certifications, state the exact current monthly base rent amount and specify the date through which all rent has been paid without offset, deduction, or counterclaim. If there are additional rent components such as percentage rent, CAM charges, tax escalations, or other pass-throughs, itemize these separately with current amounts and payment status.

Certify the exact security deposit amount currently held by the landlord, specifying whether it is held in cash, letter of credit, or other form. If any portion has been applied or returned, disclose this fact. Address defaults comprehensively by certifying that to the tenant's actual knowledge, without duty of inquiry beyond the tenant's ordinary course of business, neither the landlord nor the tenant is in default under any provision of the lease, and no event has occurred that with notice or passage of time would constitute a default. If any defaults exist or notices have been exchanged, these must be specifically disclosed with complete details.

Options, Rights, and Claims

Provide detailed certification regarding any options, rights of first refusal, rights of first offer, expansion rights, contraction rights, termination rights, or purchase options held by the tenant. If such rights exist, describe their specific terms including exercise periods, pricing mechanisms, notice requirements, and any conditions to exercise. If no such rights exist beyond those stated in the attached lease, affirmatively certify this fact to provide comfort to the purchaser and lender.

Certify comprehensively that the tenant has no defenses, offsets, claims, counterclaims, or rights of deduction against rent or other obligations under the lease, and that the tenant has no claims against the landlord for any breach of the lease or for any other matter. If any such claims, offsets, or defenses exist, they must be specifically identified with detailed descriptions of their nature, basis, and the tenant's good faith estimate of the amount involved. Address tenant improvement obligations by certifying that all work required to be performed by the landlord has been completed in a good and workmanlike manner, accepted by the tenant, and that no offsets or credits remain outstanding related to such work.

Additional Material Certifications

Include certifications regarding any prepaid rent beyond the current month, any rent abatements or concessions remaining to be applied, and the status of any landlord-provided allowances or credits. Certify whether the tenant has sublet any portion of the premises or assigned its interest in the lease, and if so, provide complete details including copies of relevant agreements. Address any exclusive use provisions, co-tenancy requirements, or operating covenant provisions that could affect the property's operation or value.

Certify the permitted use of the premises as stated in the lease and confirm that the tenant is operating in compliance with such use restrictions. If the lease requires the landlord to maintain specific insurance, certify whether such insurance is in place to the tenant's knowledge. Address any outstanding landlord obligations, tenant improvement allowances not yet disbursed, or other executory obligations that could affect the property's value or operation.

Reliance and Closing Provisions

Draft a comprehensive reliance clause in which the tenant explicitly acknowledges and agrees that the purchaser and lender are relying, and are entitled to rely, on all certifications contained in the certificate in connection with their decision to purchase the property and provide financing. State that the tenant understands these certifications are material to the transaction and that the transaction would not proceed without such certifications. Include language confirming that the certifications will survive the closing of the purchase and the funding of the loan, and that the tenant's obligations and potential liability under the certificate continue beyond the closing date.

Specify that the certificate may not be modified or amended except by written instrument signed by the tenant, and that it shall be binding upon the tenant and its successors and assigns. Include a provision stating that the certificate shall inure to the benefit of the purchaser, lender, and their respective successors and assigns, including any subsequent purchasers or lenders who acquire or refinance the property.

Signature Block and Execution

Create a formal signature block that identifies the tenant by its complete legal name. Provide signature lines for authorized representatives with spaces for printed name and title. If the tenant is an entity, ensure the signature block reflects proper corporate, LLC, or partnership authority with appropriate designation of the signatory's title. Include a date line for the execution date, which should match the date referenced in the header unless circumstances require otherwise.

If the transaction or lender requires notarization, include an appropriate notary acknowledgment block following the signature section. Ensure all formatting is professional and consistent with institutional commercial real estate documentation standards, using appropriate spacing, fonts, and layout that facilitate easy review and execution.

Exhibits and Attachments

Prepare Exhibit A containing a complete and accurate copy of the lease and all amendments, modifications, and related agreements. Ensure the exhibit is clearly labeled and that all pages are included in proper order. If there are numerous amendments, consider including a cover sheet to Exhibit A that lists all documents included chronologically for ease of reference.

Your final work product should be a polished, institutional-quality document that inspires confidence in its accuracy and completeness, suitable for use in significant commercial real estate transactions where substantial sums are at stake and multiple sophisticated parties will rely upon the tenant's certifications.