DEPOSIT ACCOUNT AGREEMENT

Exhibit 10.17
EXECUTION COPY

DEPOSIT ACCOUNT AGREEMENT

          This Deposit Account Agreement (this “Agreement”) is entered into as of March 2, 2007, among Great Lakes Gaming of Michigan, LLC, a Minnesota limited liability company (the “Company”) and Bank of America, N.A. (the “Bank”) in its capacity as Paying Agent under the Paying Agency Agreement referred to herein.

PRELIMINARY STATEMENTS:

          A. Company and Bank, as Paying Agent, are parties to a Paying Agency and Servicing Agreement dated on or about the date hereof (as the same may from time to time hereafter to amended, the “Paying Agency Agreement”). All capitalized terms used herein without definition shall have the meanings assigned to such terms in the Paying Agency Agreement or, if not specifically defined therein, in the Master Participation Agreements referred to therein.

          B. Pursuant to the Master Participation Agreements, Company has agreed (i) to appoint an agent for purposes of servicing and administering the Loans, which appointment has been effected by the Paying Agency Agreement, and (ii) to direct such agent to create and maintain a lockbox or similar arrangement, which Company intends to effect by this Agreement.

          C. In its capacity as Paying Agent under the Paying Agency Agreement, Bank has established for Company deposit account number 8666127567 (the “Account”).

          D. Company and Bank are entering into this Agreement to provide for the maintenance of the Account and the disposition according to the provisions of the Paying Agency Agreement of funds deposited in the Account.

          Accordingly, Company and Bank agree as follows:

1. (a) The Account is subject to the terms and conditions of this Agreement.

     (b) Bank in its capacity as Paying Agent under the Paying Agency Agreement shall make withdrawals from the Account only in accordance with the Paying Agency Agreement.

     (c) Company represents and warrants that it has not assigned or granted a security interest in the Account or any funds deposited in the Account.

     (d) Company will not permit the Account to become subject to any pledge, assignment, lien, charge or encumbrance of any kind.

2. Bank agrees it shall not offset, charge, deduct or (except as contemplated by Section 1) otherwise withdraw funds from the Account. Bank agrees that its compensation for performing the

services contemplated by this Agreement is included in the fee payable pursuant to the Paying Agency Agreement.

3. Bank will send information regarding deposits to the Account to the address specified below for Company or as otherwise specified in writing by Company to Bank.

4. (a) Bank will not be liable to Company for any expense, claim, loss, damage or cost (“Damages”) arising out of or relating to its performance under this Agreement other than those Damages which result directly from its acts or omissions constituting gross negligence or intentional misconduct.

     (b) In no event will Bank be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits.

     (c) Bank will be excused from failing to act or delaying in acting, and no such failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of Bank, if (i) such failure or delay is caused by circumstances beyond Bank’s reasonable control, including but not limited to legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or negligence or default of Company or Participants or (ii) such failure or delay resulted from Bank’s reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority.