WILL CAUSE THE FRANCHISOR
TO EXECUTE AND DELIVER TO BUYER A CERTIFICATE DATED AS OF THE EFFECTIVE DATE AND
TO THE EFFECT THAT THE EXECUTION OF THE FRANCHISE AGREEMENT WITH FRANCHISOR
SHALL COMPLY WITH FEDERAL AND STATE LAW REGARDING THE SALE OF FRANCHISES IN THE
STATE OF GEORGIA.
(2)
PARENT'S PRESIDENT AND CHIEF FINANCIAL
OFFICER SHALL EXECUTE AND DELIVER TO BUYER A CERTIFICATE DATED AS OF THE
EFFECTIVE DATE AND TO THE EFFECT THAT: (A) THE INDEBTEDNESS OF PARENT AND ITS
AFFILIATES (INCLUDING THE SELLER) SECURED BY UCC FINANCING STATEMENTS FILED IN
FAVOR OF BANK OF AMERICA, N.A., AS AGENT, HAS BEEN ASSIGNED TO AND IS HELD BY
WELLS FARGO BANK, N.A., AS AGENT; (B) THE TOTAL INDEBTEDNESS OWING TO WELLS
FARGO BANK, N.A. IS IN AN AMOUNT NOT EXCEEDING THE SUM SET FORTH IN SAID
CERTIFICATE; (C) NEITHER THE PARENT NOR ANY OF ITS AFFILIATES SHALL MAKE ANY
FURTHER OR ADDITIONAL BORROWINGS IN RESPECT THERETO; AND (D) ARRANGEMENTS FOR
THE RELEASE OF THE LIENS UPON THE ASSETS OF SELLER HAVE BEEN AGREED TO WITH THE
NAMED LENDER WHICH PERMIT PROCUREMENT OF SUCH RELEASES WITHOUT REQUIRING ANY
FURTHER ACT OR PAYMENT BY THE PARENT, SELLER OR ANY OTHER AFFILIATES THEREOF.
(E)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE
SECRETARY OR OTHER EXECUTIVE OFFICER OF SELLER AND PARENT HAVE DELIVERED OR
SHALL DELIVER TO BUYER A CERTIFICATE, DATED AS OF THE EFFECTIVE DATE, AND TO THE
EFFECT (I) THAT ALL ACTION REQUIRED TO AUTHORIZE AND DIRECT THE SELLER'S AND
PARENT'S EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND ANY OTHER AGREEMENT OR
INSTRUMENT OF CONVEYANCE PROVIDED FOR HEREIN HAS BEEN TAKEN; AND (II) THAT ALL
SUCH ACTION SO TAKEN REMAINS IN EFFECT WITHOUT MODIFICATION OR REVOCATION.
THERE SHALL BE OR IS ATTACHED TO SUCH CERTIFICATE A TRUE AND COMPLETE COPY OF
THE RESOLUTIONS ADOPTED BY SELLER'S AND PARENT'S GOVERNING BODIES WHICH ARE
REQUIRED IN ORDER TO EFFECTUATE SUCH ACTIONS.
8
(F)
SELLER'S NAME.
SELLER AGREES TO AND SHALL
PERMIT BUYER TO USE THE NAME "NEW HORIZONS COMPUTER LEARNING CENTER OF ATLANTA"
AS A FICTITIOUS BUSINESS NAME FOR SO LONG AS THE FRANCHISE AGREEMENT REMAINS IN
EFFECT AND, IN THAT REGARD, SHALL (I) FROM TIME TO TIME AT OR AFTER THE CLOSING,
EXECUTE SUCH DOCUMENTS AND TAKE SUCH ACTIONS AS ARE REASONABLY REQUESTED BY
BUYER TO EFFECTUATE SUCH RESULT AND (II) REFRAIN FROM USING OR PERMITTING OTHERS
TO USE SUCH NAME OR ANY NAME SIMILAR THERETO IN THE ACTIVE CONDUCT OF BUSINESS
WHICH IS COMPETITIVE WITH THE BUSINESS OF BUYER CONDUCTED UNDER THAT NAME.
(G)
ACTS FOLLOWING CLOSING
(1)
LIEN RELEASES.
WITHIN THIRTY (30) DAYS
FOLLOWING THE EFFECTIVE DATE (OR, WHERE A LONGER PERIOD IS REQUIRED FOR REASONS
BEYOND THE CONTROL OF THE SELLER OR PARENT, THEN UP TO SIXTY (60) DAYS FOLLOWING
THE EFFECTIVE DATE), THE SELLER HAS CAUSED OR SHALL HAVE CAUSED ANY LIENS OF
RECORD EXISTING IN RESPECT TO ANY OF THE PURCHASED ASSETS TO BE TERMINATED OR
OTHERWISE RELEASED.
(2)
SUPPLEMENTAL SCHEDULES.
BECAUSE OF THE
DELAY CUSTOMARILY OCCURRING IN THE POSTING