What are must-have conditions for LP in a partnership agreement?

[Dominic L.]

Hello everyone,

If you've been in some deals I'd appreciate your thoughts, either as answers to the questions or adding more questions. 

As a passive investor (or as a sponsor acting as a general partner (GP) in a syndication) what are conditions that best practices suggest should be in the partnership / operating agreements?  

What do you want to see before you will be a limited partner (LP) in a deal?  

For example:

Do you want to see a provision for LPs to be able to replace a non-performing GP?

Should the agreement mandate reporting an intervals of more than once a year?

Should there be any limits on a GP being able to take on new debt without approval of the LPs?

Do you want specified what accounting practices should be used, or at least how certain terms like "cash flow" are calculated?