HomeMy WebLinkAboutCAG2002-0446 - Original - Bank of America, N.A. - Acknowledgement & Control Agreement - 04/11/2002 ACKNOWLEDGMENT AND CONTROL AGREEMENT
Bank of America, N. A. (the "Bank") hereby acknowledges that certain ASSIGNMENT
OF FUNDS IN LIEU OF SPECIFIC PERFORMANCE BOND dated as of April 11, 2002, a
copy of which is attached hereto, granting a security interest in and assignment of Time Deposit
account, number 1233210457, and authorization and instruction to pay the City of Kent
(hereinafter "City"). Bank's records reflect no other assignment of the described Time Deposit
account. The present balance of all funds represented by the Time Deposit account is $74,000.
1. Manheim Services Corporation hereby irrevocably authorizes the Bank to (a)
renew the Time Deposit account upon its maturity for 30 day terms; (b) to honor City's direction
to renew the Time Deposit account at the end of each successive 30 day term: and, (c) except for
situations arising under section 2(b) below, to pay proceeds of the Time Deposit account or any
renewal or extension thereof only upon notice from City.
2. City and Manheim Services Corporation understand and agree that (a) the Time
Deposit account is subject to the Bank's standards for this type of Time Deposit account and (b)
in the event of the commencement of Title 11, United States Code, filed by or against Manheim
Services Corporation, or in the event of the commencement of a case pursuant to any similar
provision under then applicable federal or state law providing for the relief of debtors or the
protection of creditors by or against Manheim Services Corporation, or in the event of any writ,
levy, order or other similar judicial or regulatory order process received by Bank affecting the
Time Deposit account, Bank may act as Bank reasonably deems necessary to comply with all
applicable provisions of governing statues and neither City nor Manheim Services Corporation
shall assert any claim against Bank for so doing, and (c) Bank will make a reasonable effort to
notify City in the event Bank receives any writ, levy, order or other similar judicial or regulatory
order process affecting the Time Deposit account unless legally prohibited from so doing.
3. The Bank, by its execution hereof below, hereby (a) agrees to renew the Time
Deposit account for successive 30 day terms until further notice from City; (ii) agrees not to issue
a replacement for the Time Deposit account or otherwise to take any action with respect to the
Time Deposit account inconsistent with the security interest therein of City without the express
written consent of City; (iii) waives any right of setoff or bai1'ke 's her, it may have vithl respect
to the Time Deposit account and each renewal and extension thereof; and, (iv) agrees to pay the
proceeds of the Time Deposit account or any extension thereof only upon City's express written
instructions. Manheim Services Corporation grants Bank authority to allow City to withdraw the
balance of the Time Deposit account upon certification by City that it has the right to do so under
the express terms of the ASSIGNMENT OF FUNDS IN LIEU OF SPECIFIC PERFORMANCE
BOND dated as of April 11, 2002.
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ACKNOWLEDGED and AG'M 11 2002
this
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BANK OF AMERICA,N.A.
By: r �
Title:
MARY HEARE AMODIO
Vice President
AGREED this —day of May, 2002
MANHEIM SERVICES CORPORATION,
d/b/a SOUTH SE TT E AUTO AUCTION
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By: MICR L J. ANGHORNE
VICE-P S ENT
CITY OF KENT
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By: TOM BRUBAKER, CITY ATTORNEY
CITY OF KENT 5-i 'S-OIL
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