BOX OR OTHER REPOSITORY TO WHICH RECEIVABLES OR OTHER CORRESPONDENCE OF SELLER
IS ROUTINELY RECEIVED.
(C)
RECEIVABLES.
SELLER MAINTAINS WITH SUN TRUST (THE "CUSTODIAL
BANK") ADMINISTRATIVE ARRANGEMENTS REGARDING THE COLLECTION OF RECEIVABLES.
SUCH ARRANGEMENT PROVIDES FOR A LOCK BOX ARRANGEMENT WITH ALL ITEMS OF PAYMENT
DELIVERED THERETO.
AT THE CLOSING, SELLER WILL DELIVER, OR CAUSE TO BE
DELIVERED, TO THE CUSTODIAL BANK A WRITING WHICH CANCELS THE
16
ACCOUNT/LOCK BOX ARRANGEMENT AND IRREVOCABLY INSTRUCTS THE CUSTODIAL BANK TO
REMIT DIRECTLY TO BUYER ALL CORRESPONDENCE, ITEMS OF PAYMENT AND OTHER MATERIALS
RECEIVED BY IT PURSUANT TO ANY ARRANGEMENTS MAINTAINED WITH SELLER.
TO THE
EXTENT THAT SELLER SHALL, FROM AND AFTER THE EFFECTIVE DATE, RECEIVE ANY ITEMS
OF PAYMENT OR BE CREDITED WITH ANY ITEMS OF PAYMENT IN RESPECT TO ANY
RECEIVABLES, SELLER WILL HOLD SUCH ITEMS IN TRUST FOR BUYER AND PROMPTLY REMIT
SUCH ITEMS OF PAYMENT TO BUYER IN THE FORM RECEIVED AND PAY TO BUYER ANY AMOUNTS
SO CREDITED TO SELLER.
(D)
CLOSING CERTIFICATES.
SELLER AND PARENT 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 OHIO.
(E)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE SECRETARY OR OTHER
EXECUTIVE OFFICER OF SELLER AND PARENT 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 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.
(F)
SELLER'S NAME.
SELLER AGREES TO AND SHALL PERMIT BUYER TO USE THE
NAME "NEW HORIZONS COMPUTER LEARNING CENTER OF CLEVELAND" 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.
(G)
DELIVERIES REGARDING RECEIVABLES.
FROM TIME TO TIME AT THE
REQUEST OF BUYER, SELLER WILL PROVIDE BUYER WITH SUCH ASSISTANCE AS BUYER SHALL
REASONABLY REQUEST IN ORDER TO ENABLE BUYER TO ENJOY THE BENEFITS INTENDED TO BE
CONVEYED WITH REGARD TO THE RECEIVABLES (BUT NO SUCH REQUEST SHALL REQUIRE THE
EXPENDITURE OF FUNDS BY SELLER).
4.3
ACTS OF BUYER.
AT THE CLOSING, BUYER WILL EXECUTE AND DELIVER OR
CAUSE TO BE EXECUTED AND DELIVERED TO SELLER SUCH CERTIFICATES, INSTRUMENTS AND
DOCUMENTS AS