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.
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 o
