Draft Markup Of Counterparty Lease Agreement

---
name: draft-markup-of-counterparty-lease-agreement
task_id: real-estate/draft-markup-of-counterparty-lease-agreement
description: Guides tenant-side markup and commentary of a proposed lease by anchoring each redline position to the applicable playbook and deal summary, preserving the commercial terms the user provided, and organizing the output with prioritized cover commentary.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Counterparty Lease Agreement — Redlined Lease with Commentary

## 1. Subject-matter triage

- Treat the landlord draft, tenant playbook, deal summary, and any exhibit set as a single integrated lease package.
- First identify whether the request is a pure markup, a markup plus issue list, or a markup with business-summary overlay; in this task, the primary work is a tenant-side redline with commentary and a prioritized cover summary.
- If the package contains multiple related lease documents, enumerate them before editing and keep base-lease changes synchronized with exhibits, riders, work letters, and rules-and-regulations attachments.
- If rent commencement, tenant improvement completion, or occupancy timing is conditioned on another document, trace the dependency chain before redlining timing language.

## 2. Failure modes the skill is correcting

- Redlining against generic tenant-favorable defaults instead of the tenant’s actual playbook, causing a mismatch with negotiated priorities and walk-away positions.
- Failing to carry through the deal summary, so agreed economics, business terms, and timing assumptions are left out of the markup.
- Producing a marked lease without bracketed rationale, leaving the counterparty and internal reviewer unable to see why a change is demanded.
- Treating stylistic redlines as sufficient, even though the exported document may lose visual formatting and the changes become opaque.
- Omitting a prioritized cover summary, which deprives the client of a quick read on what must move, what can trade, and what can be accepted.
- Letting minor edits accumulate into a broader shift in expense allocation, control rights, or default risk.
- Marking the base lease but not conforming linked exhibits, which creates internal inconsistency and negotiation friction.

## 3. Legal frameworks / domain conventions that apply

- Lease economics: confirm whether the form operates as gross, net, modified gross, or another hybrid, and test expense-bearing provisions against the tenant’s required allocation.
- Operating expense and tax pass-throughs: review exclusions, audit rights, caps, management fees, amortization treatment, and reconciliation mechanics against the playbook.
- Tenant improvement mechanics: verify allowance amount, use deadline, disbursement conditions, retainage, lien protection, and unused-funds treatment against the deal summary.
- Commencement and rent abatement: compare delivery conditions, substantial completion standards, punch-list rights, and abatement triggers to the negotiated business deal.
- Casualty and condemnation: check restoration obligations, termination rights, award allocation, and abatement timing for tenant protection and occupancy continuity.
- Assignment and subletting: assess consent standard, affiliated transfers, recapture rights, profit sharing, and change-of-control treatment for business flexibility.
- SNDA and lender protections: ensure non-disturbance and attornment language preserves tenancy after foreclosure and is not conditioned away by lender discretion.
- Default, notice, and cure: verify notice mechanics, cure periods, lender notice rights where applicable, and any self-help or offset rights.
- Use, exclusivity, and operating covenants: test whether the permitted use and related restrictions fit the contemplated medical office operation and expansion needs.
- Title, estoppel, and financing-related provisions: ensure landlord deliverables do not create hidden operational or financing constraints.

## 4. Analytical scaffolds

- Compare each substantive article of the proposed lease to the playbook and mark every deviation that matters commercially or legally.
- For each proposed revision, add a concise bracketed rationale that explains the playbook basis and the business reason for the change.
- Use robust textual change markers in addition to any tracked changes, so the modification remains readable if formatting is stripped in export.
- Assign each issue a uniform severity label from a stated ordinal scale and use that label consistently across the markup and cover summary.
- When multiple lease forms, exhibits, or schedules are in scope, enumerate the items first and then review each one against the same tenant positions.
- For every issue noted, state the source of the governing position, the clause interaction, and the practical consequence if the landlord’s language stays unchanged.
- Distinguish true walk-away items from negotiable points and routine cleanup, and avoid diluting the highest-priority items with low-value edits.
- If the lease contains interlocking timing provisions, assess the sequence of conditions precedent, notice obligations, and funding or occupancy milestones before finalizing the redline.

## 5. Vertical / structural / temporal relationships

- Base lease and exhibits must read together; a change in one may require a conforming change in the other.
- If the tenant improvement allowance affects commencement, rent-free periods, or delivery dates, align those provisions so the trigger sequence is internally consistent.
- If use rights, exclusivity, or expansion rights depend on future space or future approvals, preserve the trigger language and notice timing across the whole package.
- If casualty, condemnation, or default provisions interact with financing or subordination language, keep the lender-related protections and tenant remedies aligned.

## 6. Output structure conventions

- Primary deliverable first: produce the redlined lease as the operative document, with changes shown in a way that remains legible in plain text and exportable to .docx.
- For every substantive edit, include both the change marker and a short bracketed rationale comment tied to the playbook or deal summary.
- Use conventional legal markup phrasing and do not rely only on visual formatting to signal deletions, insertions, or substitutions.
- Include a prioritized cover summary that groups issues by severity, highlights the most important negotiation points, and gives a brief rationale for each top-tier item.
- The cover summary should end with clear recommended actions for the deal team and reviewer, each phrased as an imperative and tied to the appropriate role and timing milestone.
- Keep the redline consistent with the deal economics; do not leave a lease provision at odds with the agreed business terms.
- Before finishing, confirm the primary file is complete and contains operative lease language, not a high-level description of the lease.