MEMBER THAT: (I) IF THAT MEMBER IS AN
ORGANIZATION, IT IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER
THE LAW OF ITS STATE OF ORGANIZATION AND THAT IT HAS FULL ORGANIZATIONAL POWER
TO EXECUTE AND AGREE TO THE AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER;
(II) THE MEMBER IS ACQUIRING ITS INTEREST IN THE COMPANY FOR THE MEMBER'S OWN
ACCOUNT
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AS AN INVESTMENT AND WITHOUT AN INTENT TO DISTRIBUTE THE INTEREST; AND (III) THE
MEMBER ACKNOWLEDGES THAT THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND MAY NOT BE RESOLD OR
TRANSFERRED BY THE MEMBER WITHOUT APPROPRIATE REGISTRATION OR THE AVAILABILITY
OR AN EXEMPTION FROM SUCH REQUIREMENTS.
5.
CONFLICTS OF INTEREST:
5.1
INDEPENDENT VENTURES; NONSOLICITATION.
EACH OF THE MEMBERS AND
MTR COVENANTS AND AGREES THAT WHILE IT MAY CURRENTLY ENGAGE OR HOLD INTERESTS IN
OTHER BUSINESS VENTURES OF VARIED KINDS AND DESCRIPTIONS FOR ITS OWN ACCOUNT,
INCLUDING OTHER INVESTMENTS WHICH INCLUDE BUT ARE NOT LIMITED TO GAMING AND REAL
ESTATE VENTURES, THAT IT SHALL NOT COMPETE DIRECTLY, OR INDIRECTLY THROUGH ANY
AFFILIATE, WITH THE COMPANY'S BUSINESS (AS THE SAME MAY EVOLVE FROM TIME TO
TIME) IN THE STATE OF MINNESOTA FOR SO LONG AS SUCH PERSON IS A MEMBER AND FOR A
TWO (2) YEAR PERIOD THEREAFTER.
FURTHER, EACH MEMBER AGREES TO PRESENT ANY
OPPORTUNITIES WITHIN THE SCOPE OF THE BUSINESS IN MINNESOTA TO THE BOARD OF
DIRECTORS PROMPTLY AFTER SUCH MEMBER OR ITS AFFILIATES BECOMES AWARE OF SUCH
OPPORTUNITY, HOWEVER, NEITHER THE COMPANY NOR ANY OF THE MEMBERS SHALL HAVE ANY
RIGHTS BY VIRTUE OF THIS AGREEMENT IN ANY: (I) EXISTING BUSINESS VENTURES; OR
(II) FUTURE BUSINESS VENTURES OUTSIDE OF MINNESOTA, OR TO THE INCOME OR PROFITS
DERIVED THEREFROM.
NO MEMBER OR ITS AFFILIATES SHALL SOLICIT ANY EMPLOYEE OF
THE COMPANY TO BECOME EMPLOYED BY SUCH MEMBER OR ITS AFFILIATES FOR SO LONG AS
SUCH MEMBER IS A MEMBER OF THE COMPANY AND FOR A ONE (1) YEAR PERIOD THEREAFTER.
5.2
LENDING MONEY.
A MEMBER MAY LEND MONEY TO AND TRANSACT OTHER
BUSINESS WITH THE COMPANY UPON SUCH TERMS AND CONDITIONS AS CONSENTED TO BY ALL
OF THE MANAGING MEMBERS OR THE BOARD, WHICH LOANS SHALL BEAR INTEREST AT THE
PRIME RATE PLUS 200 BASIS POINTS (PRIME RATE + 2%) UNLESS THE MANAGING MEMBERS
OR BOARD SHALL OTHERWISE AGREE.
THE RIGHTS AND OBLIGATIONS OF A MEMBER WHO
LENDS MONEY TO OR TRANSACTS BUSINESS WITH THE COMPANY ARE THE SAME AS THOSE OF A
PERSON OR ORGANIZATION WHO IS NOT A MEMBER, SUBJECT TO OTHER APPLICABLE LAW.
NO
TRANSACTION WITH THE COMPANY SHALL BE VOIDABLE SOLELY BECAUSE A MEMBER HAS A
DIRECT OR INDIRECT INTEREST IN THE TRANSACTION IF ALL OF THE MANAGING MEMBERS OR
THE BOARD, KNOWING THE MATERIAL FACTS OF THE TRANSACTION AND THE MEMBER'S
INTEREST, UNANIMOUSLY AUTHORIZE, APPROVE, OR RATIFY THE TRANSACTION.
5.3
AFFILIATED MEMBER CONTRACTS.
A MEMBER MAY CONTRACT WITH THE
COMPANY TO PROVIDE CERTAIN SERVICES TO THE COMPANY EITHER DIRECTLY OR THROUGH