Partnership Documents. With respect to each Credit Party that is a partnership, receipt by the Administrative Agent of the following:

Partnership Agreements. Certified copies of the partnership agreement of such Credit Party, together with all amendments thereto.

Partnership Name. The name of the Partnership is CIC INVESTORS #25, LTD. The General Partner, in its sole discretion, may change the name of the Partnership at any time and from time to time. The General Partner and the Limited Partners hereto shall promptly execute and the General Partner shall file and record with the proper offices in each state, including any political subdivision thereof, in which the Partnership does, or elects to do, business and publish such certificates or other statements or instruments as are required by the Limited Partnership Law, Beverage Regulations, Fictitious Name Law, Assumed Name Law or any other similar statute in effect from time to time in such state or political subdivision in order to validly conduct the business of the Partnership therein as a limited partnership.

Successor Partnership. If the Partnership is dissolved or to be dissolved for any reason specified in Section 10.1, and any Limited Partner shall deliver to each of the other Limited Partners within thirty (30) days of such event, a written notice demanding that a meeting of Limited Partners be held at the principal place of business of the Partnership at the time set forth in such notice (which shall be not less than ten (10) nor more than thirty (30) days after the date of such notice) the Limited Partners shall hold such meeting. Limited Partners attending such meeting, either in person or by proxy, and having an aggregate Limited Partner Percentage of not less than one hundred percent (100%) may continue the business of the Partnership and reconstitute the Partnership as a successor limited partnership with a new General Partner having the capacity to serve as such and who is able to meet any requirements then imposed by the Code or any rulings or regulations thereunder with respect to general partners of limited partnerships in order that the Partnership not become an association taxable as a corporation. If such Limited Partners shall exercise such right to continue the business of the Partnership, the person appointed by them as the new General Partner and each of the Limited Partners shall execute, acknowledge and file a Limited Partnership Certificate and Agreement. The Limited Partnership Certificate and Agreement shall contain substantially the same provisions as those contained herein, except that the new General Partner shall be allocated such share of the profits, losses and distributions of the Partnership as the Limited Partners appointing such new General Partner shall determine. Such new General Partner shall indicate his acceptance of the appointment by the execution of such Limited Partnership Certificate and Agreement.

No Partnership. The Company is a sophisticated business enterprise that has retained the Agents for the limited purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary obligations on the other by virtue of the engagement contemplated by this Agreement.

Partnership Securities. Seller holds of record and owns beneficially the Partnership Securities, which as of the Closing shall be free and clear of any Liens. Seller is not a party to, and the Partnership Securities is not subject to, any option, warrant, purchase right or other Contract that could require Seller to sell, transfer, or otherwise dispose of any portion of its Partnership Securities (other than this Agreement). Seller is not a party to any voting trust, proxy or other Contract with respect to the voting of any Partnership Securities.

No Borrower will, and no Borrower will permit any of the other Loan Parties to, elect to treat or permit any of its Subsidiaries to # treat its limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of "security" in [Section 8-102(15)] and by [Section 8-103] of Article 8 of Uniform Commercial Code or # certificate its limited liability company membership interests or partnership interests, as the case may be (to the extent not certificated as of the Closing Date).

Formation of Partnership. The parties hereto agree to form and by execution of this Agreement do hereby enter into a limited partnership pursuant to Chapter 620, et seq., of the Florida Statutes, entitled “Uniform Limited Partnership Act” (“Law”) which Law shall govern the rights and liabilities of the parties hereto, except as otherwise herein expressly stated.

Term of Partnership. The Partnership shall commence on the date that this Agreement has been filed in accordance with the provision of the Law and shall continue until the earlier of the following:

Dissolution of Partnership. The Partnership shall be dissolved upon the earlier occurrence of any of the following events: