DEPOSIT ACCOUNT AGREEMENTAccount Control Agreement |
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LAKES ENTERTAINMENT INC | Great Lakes Gaming of Michigan, LLC, | Bank of America, N.A.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Account Control Agreement by:
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.






