THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH THE PROVISIONS OF THE LAWS OF THE STATE OF MINNESOTA.
VENUE FOR ANY
DISPUTES SHALL BE IN MINNEAPOLIS, MINNESOTA.
TO RESOLVE DISPUTES THE PARTIES
SHALL (I) FIRST, ENGAGE IN NON-BINDING MEDIATION WITH A SINGLE MEDIATOR, WITH
SUCH MEDIATION SESSION BEFORE THE 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
37
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