Ex. 10.66
[IMPLANT SCIENCES CORPORATION LETTERHEAD]
Citizens Bank of Massachusetts
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Re: Deposit Account Control Agreement
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Ladies and Gentlemen:
In connection with financing arrangements between ourselves and Citizens
Bank of Massachusetts, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("LENDER")
which is joining with us in signing this letter below, we are asking you to
enter into this agreement concerning our Account No. ______________________ (the
"DEPOSIT ACCOUNT") with you.
In order to secure our obligations to Lender pursuant to collateral
security arrangements between Xxxxxx and us, we have assigned to Lender and
granted to Lender a security interest in and lien upon the Deposit Account, any
cash balances from time to time credited to the Deposit Account and any and all
proceeds of any thereof, whether now or hereafter existing or arising
(collectively, the "DEPOSIT ACCOUNT COLLATERAL").
Until you have received instructions from Lender to the contrary, we shall
not be entitled to withdraw or direct the disposition of funds from the Deposit
Account.
Notwithstanding the foregoing or any separate agreement that we may have
with Lender, Lender shall be entitled, for purposes of this agreement, at any
time to give you instructions as to the withdrawal or disposition of any funds
from time to time credited to the Deposit Account Collateral, or as to any other
matters relating to the Deposit Account or any of the Deposit Account
Collateral, without our further consent. Such instructions may include the
giving of stop payment orders for any items being presented to the Deposit
Account for payment. You shall be fully entitled to rely upon such instructions
from Lender even if such instructions are contrary to any instructions or
demands that we may give to you. We confirm that you should follow instructions
from Xxxxxx even if the result of following such instructions from Lender is
that you dishonor items presented for payment from the Deposit Account. We
further confirm that you shall have no liability to us for wrongful dishonor of
such items in following such instructions from Lender. You shall have no duty
to inquire or determine whether our obligations to Lender are in default or
whether Lender is entitled, under any separate agreement between us and Lender,
to give any such instructions. We further agree to be responsible for your
customary charges and to indemnify you from and to hold you harmless against any
loss, cost or expense that you may sustain or incur in acting upon instructions
from Lender which you believe in good faith to be instructions from Xxxxxx.
Unless you have obtained Xxxxxx's prior written consent, you agree not to
exercise any right of recoupment or set-off, or to assert any security interest
or other lien, that you may at any time have against or in any of the Deposit
Account Collateral on account of any credit or other obligation owed to you by
us or any other person. You may, however, from time to time debit the Deposit
Account for any of your customary charges in maintaining the Deposit Account or
for reimbursement for the reversal of any provisional credits granted by you to
the Deposit Account, to the extent, in each case, that we have not separately
paid or reimbursed you therefor.
You represent and warrant to Lender that the account agreement between you
and us relating to the establishment and general operation of the Deposit
Account provides, whether specifically or generally, that the laws of the
Commonwealth of Massachusetts govern secured transactions relating to the
Deposit Account. You covenant with Lender that you will not, without Xxxxxx's
prior written consent, amend that account agreement so that secured transactions
relating to the Deposit Account are governed by the law of another jurisdiction.
In addition, you represent and warrant to Lender that you have not entered, and
you covenant with Lender that you will not enter, into any agreement with any
other person by which you are obligated to comply with instructions from such
other person as to the disposition of funds from the Deposit Account or other
dealings with any of the Deposit Account Collateral. You further represent and
warrant to Lender that you maintain no deposit accounts for us other than the
Deposit Account, and you covenant with Lender that any items or funds received
by you for our account will be credited to the Deposit Account.
Kindly furnish to Lender, at its address indicated below, copies of all
customary deposit account statements and other information relating to the
Deposit Account that you send to us.
This agreement shall control over any conflicting agreement between you and
us. This agreement shall be governed by the internal law of the Commonwealth of
Massachusetts and shall be construed as a sealed instrument under such law.
[signatures on following page]
If you agree to and accept the foregoing, please so indicate by executing
and returning to us the enclosed duplicate of this letter.
Very truly yours,
LENDER:
Citizens Bank of Massachusetts Implant Sciences Corporation
By:/s/ Xxxxx XxXxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxx XxXxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Chief Executive Officer
Address:
ACCEPTED AND AGREED as of date set forth above:
Citizens Bank of Massachusetts
By: /s/ Xxxxx XxXxxxxxx
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Name: Xxxxx XxXxxxxxx
Title: Vice President
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Date: 10/11/01
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Then personally appeared the above-named Xxxxxxx X. Xxxxxx, of Implant
Sciences Corporation and acknowledged the foregoing instrument to be the free
act and deed of said corporation before me,
/s/ Xxxxxxx Xxxxxxx
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Notary Public
My commission expires 2/4/05
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