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1. Investment Criteria: Specific parameters for acceptable real estate investments when the partnership focuses on particular types of properties

2. Property Management: Include when the partnership will manage properties directly rather than outsource management

3. REIT Compliance: Required when the partnership intends to qualify as a Real Estate Investment Trust

4. Foreign Investment Provisions: Include when any partners are non-US persons or entities

5. Environmental Matters: Detailed provisions when dealing with properties that may have environmental risks

6. Development Projects: Include when the partnership will engage in real estate development activities

7. Leverage Limitations: Include when partners want to set specific debt restrictions

8. Key Person Provisions: Include when success depends on specific individuals remaining involved

9. Buy-Sell Provisions: Detailed procedures for partners to buy out others in specific circumstances

10. Special Tax Allocations: Include when partners agree to allocations that differ from ownership percentages

1. Schedule A - Partner Information: Detailed information about each partner, including contact details and initial capital contributions

2. Schedule B - Initial Properties: List and description of any properties already identified or owned by the partnership

3. Schedule C - Capital Accounts: Initial capital account balances and any special allocations

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule E - Fee Structure: Details of management fees, promote structure, and other compensation arrangements

6. Appendix 1 - Investment Guidelines: Detailed criteria for property investments, including location, type, size, and return requirements

7. Appendix 2 - Valuation Methodology: Agreed methods for valuing partnership assets and interests

8. Appendix 3 - Tax Matters: Detailed tax allocations and special tax election provisions

9. Appendix 4 - Property Management Agreement: Standard form of property management agreement to be used

10. Appendix 5 - Subscription Agreement: Form for admitting new partners and additional capital contributions