MEDIATOR NOT TO
EXCEED TWO (2) BUSINESS DAYS AND, (II) SECOND, IF SUCH MEDIATION IS
UNSUCCESSFUL, SUBMIT THE DISPUTE TO BINDING ARBITRATION UNDER AMERICAN
ARBITRATION ASSOCIATION RULES USING A SINGLE ARBITER.
THE PREVAILING PARTY IN
ANY MEDIATION OR ARBITRATION WITH RESPECT TO ANY DISPUTES RELATING TO THE
AGREEMENT SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS FEES FROM THE
OTHER PARTY FOR ALL MATTERS, INCLUDING BUT NOT LIMITED TO APPEALS WITH SUCH FEES
TO BE AWARDED BY THE MEDIATOR OR ARBITER.
8.
WAIVER OF JURY TRIAL.
EACH MEMBER
IRREVOCABLY WAIVES ANY AND ALL RIGHT THE MEMBER MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT.
THE
MEMBERS ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
9.
CONFIDENTIALITY.
EACH MEMBER AGREES
THAT THIS AGREEMENT, AND ALL INFORMATION (OTHER THAN INFORMATION WHICH IS A
MATTER OF PUBLIC RECORD OR IS PROVIDED BY OTHER SOURCES READILY AVAILABLE TO THE
PUBLIC) SHARED OR DEVELOPED ON BEHALF OF THE COMPANY AND ITS ACTIVITIES SHALL BE
KEPT STRICTLY CONFIDENTIAL, EXCEPT IN DISCUSSIONS WITH OR FILINGS WITH GAMING
AUTHORITIES, OR A MEMBER'S FINANCIERS, ATTORNEYS, ACCOUNTANTS, INVESTMENT
BANKERS OR PROSPECTIVE INVESTORS.
NO DISCLOSURES, PRESS RELEASES, OR
ANNOUNCEMENTS CONCERNING THE COMPANY SHALL BE MADE BY ANY MEMBER, EXCEPT THE
COMPANY MAY MAKE SUCH PUBLIC DISCLOSURES THAT ITS COUNSEL
DEEMS NECESSARY OR ADVISABLE UNDER FEDERAL SECURITIES LAWS, AS DETERMINED BY ALL
OF THE MANAGING MEMBERS.
EACH MEMBER HEREBY ACKNOWLEDGES THAT THE SECURITIES OF
MTR ARE PUBLICLY TRADED AND COVENANTS THAT WHILE IN POSSESSION OF MATERIAL
NON-PUBLIC INFORMATION CONCERNING MTR, SUCH MEMBER WILL NEITHER TRADE IN MTR'S
SECURITIES NOR ADVISE OTHERS WITH RESPECT TO SUCH TRADING.
10.
FURTHER ASSURANCES.
EACH MEMBER AGREES THAT
IT WILL, AT ANY TIME AND FROM TIME-TO-TIME, UPON THE REQUEST OF THE MANAGING
MEMBERS, DO, EXECUTE, ACKNOWLEDGE OR DELIVER ALL SUCH FURTHER ACTS, DEEDS,
ASSIGNMENTS, CONVEYANCES AND ASSURANCES AS MAY BE REASONABLY REQUIRED TO
EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.
INVESTMENT OBJECTIVES.
EACH MEMBER, BY SUCH
MEMBER'S SIGNATURE HERETO, WARRANTS THAT EACH SUCH MEMBER IS ACQUIRING AN
INTEREST IN THE COMPANY FOR SUCH MEMBER'S OWN ACCOUNT FOR INVESTMENT ONLY AND
WITHOUT ANY PRESENT INTENTION OF SELLING THE SAME.
EACH MEMBER FURTHER
COVENANTS AND AGREES THAT IT SHALL BE RESPONSIBLE, AT ITS SOLE COST AND EXPENSE,
FOR MAKING ANY PUBLIC FILINGS REQUIRED BY VIRTUE OF ITS OWNERSHIP INTEREST IN
THE COMPANY.
FURTHER, AND TO THAT END, THE MEMBERS SHALL LOOK TO THEIR OWN
COUNSEL AND NOT THE MANAGING MEMBER FOR GUIDANCE AS TO THE FILING OF SUCH
MATTERS.
12.
ENTIRE AGREEMENT.
THIS AGREEMENT, UNLESS
SUBSEQUENTLY AMENDED IN THE MANNER PROVIDED IN ARTICLE XVI, CONTAINS THE FINAL
AND ENTIRE AGREEMENT AMONG THE PARTIES HERETO, AND THEY SHALL NOT BE BOUND BY
ANY TERMS, CONDITIONS, STATEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT
HEREIN CONTAINED.
13.
NO CUMULATIVE VOTING.
NO MEMBERS SHALL HAVE
ANY CUMULATIVE VOTING RIGHTS.
14.
PREEMPTIVE RIGHTS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, OR AS DETERMINED BY ALL OF THE MANAGING