OR ENDORSE,
AND ACKNOWLEDGE AND DELIVER OR FILE, OR CAUSE EACH OF THE SAME TO BE DONE, ALL
SUCH VOUCHERS, INVOICES, NOTICES, CERTIFICATIONS AND ADDITIONAL AGREEMENTS,
DOCUMENTS, INSTRUMENTS, UNDERTAKINGS OR OTHER ASSURANCES, AND TAKE ANY AND ALL
SUCH OTHER ACTION, AS THE AGENT MAY, FROM TIME TO TIME, REASONABLY REQUEST OR
DEEM REASONABLY NECESSARY OR PROPER UNDER ANY OF THE LOAN DOCUMENTS TO WHICH
SUCH COMPANY IS A PARTY AND THE OBLIGATIONS OF SUCH COMPANY THEREUNDER.
SECTION 5.13
MAINTENANCE OF CORPORATE IDENTITY.
EACH BORROWER AND PARENT
COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, MAINTAIN SEPARATE
CORPORATE RECORDS, BOOKS AND ACCOUNTS.
EACH BORROWER AND PARENT COMPANY WILL,
AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, OBSERVE THE FORMAL LEGAL,
FINANCIAL AND ACCOUNTING REQUIREMENTS NECESSARY FOR THE MAINTENANCE OF EACH
COMPANY AS A SEPARATE LEGAL ENTITY, INCLUDING THE KEEPING OF CORPORATE RECORDS
INDICATING THAT, TO THE EXTENT REQUIRED BY LAW OR ITS CHARTER DOCUMENTS,
TRANSACTIONS ARE REVIEWED AND AUTHORIZED BY ITS BOARD OF DIRECTORS AND
STOCKHOLDERS.
ALL MONEYS AND FUNDS ADVANCED AND TO BE ADVANCED TO OR ON BEHALF
OF ANY COMPANY BY ITS AFFILIATES (OTHER THAN CAPITAL CONTRIBUTIONS AND OTHER
EQUITY INFUSIONS, IN EACH CASE, THAT ARE OF A "COMMON STOCK" NATURE, BY
SHAREHOLDERS OR AFFILIATES OF SUCH COMPANY INTO SUCH COMPANY), PURSUANT TO A
LOAN OR OTHERWISE, WILL BE EVIDENCED BY VALID, BINDING AND ENFORCEABLE WRITTEN
OBLIGATIONS TO REPAY SUCH MONEYS AND FUNDS, THE REPAYMENT OF WHICH SHALL BE
SUBORDINATED TO THE FULL AND FINAL PAYMENT OF THE OBLIGATIONS, ON TERMS AND
CONDITIONS SATISFACTORY TO THE BANKS.
SECTION 5.14
PRIMARY BUSINESS.
EACH BORROWER AND PARENT COMPANY WILL, AND
PARENT COMPANY WILL CAUSE EACH COMPANY TO, CONTINUE TO DESIGN, ENGINEER,
MANUFACTURE AND/OR MARKET BEVERAGE DISPENSING SYSTEMS AS ITS PRIMARY BUSINESS.
SECTION 5.15
SUBORDINATION OF AFFILIATE OBLIGATIONS.
EACH BORROWER AND
PARENT COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, CAUSE ALL
LOANS OR ADVANCES OF ANY COMPANY TO ANY AFFILIATE OF ANY COMPANY, OTHER THAN
LOANS OR ADVANCES OF ANY LOAN PARTY TO ANY OTHER LOAN PARTY, AT ANY TIME ARISING
OR EXISTING TO BE EVIDENCED BY PROMISSORY NOTES.
ALL SUCH PROMISSORY NOTES ARE
SET FORTH ON SCHEDULE 5.15.
EACH BORROWER AND PARENT COMPANY WILL OBTAIN AND
DELIVER TO THE AGENT, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO OBTAIN AND
DELIVER TO THE AGENT, THE WRITTEN AGREEMENT, IN FORM, SUBSTANCE AND SCOPE
SATISFACTORY TO THE AGENT, OF THE HOLDER OF EACH SUCH PROMISSORY NOTE EVIDENCING
THE SUBORDINATION OF SUCH HOLDER'S RIGHT TO PAYMENT UNDER EACH SUCH NOTE TO THE
PAYMENT OF THE OBLIGATIONS, WHICH AGREEMENT SHALL NOT PROHIBIT THE PAYMENT OF
PRINCIPAL PAYMENTS UNDER SUCH PROMISSORY NOTE TO THE HOLDER THEREOF SO LONG AS
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
EACH BORROWER
AND PARENT COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, CAUSE
THE FACE OF EACH PROMISSORY NOTE TO BE MARKED WITH A REFERENCE TO SUCH
SUBORDINATION AGREEMENT, AND WILL TAKE
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and cause to be taken