JUDGMENTS, LIABILITIES, EXPENSES AND AMOUNTS PAID IN SETTLEMENT OF ANY
CLAIMS SUSTAINED BY IT OR ANY OF THEM IN CONNECTION WITH THE COMPANY, PROVIDED
THAT (1) THE MEMBER HAS DETERMINED IN GOOD FAITH THAT SUCH COURSE OF CONDUCT WAS
IN, AND NOT OPPOSED TO, THE BEST INTERESTS OF THE COMPANY AND SUCH LIABILITY OR
LOSS WAS NOT THE RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A MATERIAL
BREACH OF THIS AGREEMENT ON THE PART OF THE MEMBER OR SUCH PERSON, AND (2) ANY
SUCH INDEMNIFICATION WILL ONLY BE RECOVERABLE FROM THE ASSETS OF THE COMPANY AND
THE MEMBERS SHALL NOT HAVE ANY LIABILITY ON ACCOUNT THEREOF.
ALL RIGHTS TO
INDEMNIFICATION PERMITTED HEREIN AND PAYMENT OF ASSOCIATED EXPENSES SHALL NOT BE
AFFECTED BY THE DISSOLUTION OR OTHER CESSATION OF THE EXISTENCE OF ANY MEMBER,
OR THE WITHDRAWAL, ADJUDICATION OF BANKRUPTCY OR INSOLVENCY OF ANY MEMBER.
(B)
EXPENSES INCURRED IN DEFENDING A THREATENED
OR PENDING CIVIL, ADMINISTRATIVE OR CRIMINAL ACTION, SUIT OR PROCEEDING AGAINST
ANY PERSON WHO MAY BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS SECTION 5.2
MAY BE PAID BY THE COMPANY IN ADVANCE OF THE FINAL DISPOSITION OF SUCH ACTION,
SUIT OR PROCEEDING, IF (I) THE LEGAL ACTION RELATES TO THE PERFORMANCE OF DUTIES
OR SERVICES BY SUCH PERSON ON BEHALF OF THE COMPANY, (II) THE LEGAL ACTION IS
INITIATED BY A THIRD PARTY WHO IS NOT A MEMBER, AND (III) SUCH PERSON UNDERTAKES
TO REPAY THE ADVANCED FUNDS TO THE COMPANY IN CASES IN WHICH IT IS NOT ENTITLED
TO INDEMNIFICATION UNDER THIS SECTION 5.2.
5.3
OTHER BUSINESS ACTIVITIES.
SUBJECT TO THE
OTHER EXPRESS PROVISIONS OF THIS AGREEMENT, EACH MEMBER AND ANY AFFILIATE
THEREOF MAY ENGAGE IN AND POSSESS INTERESTS IN OTHER BUSINESS VENTURES OF ANY
AND EVERY TYPE AND DESCRIPTION, INDEPENDENTLY OR WITH OTHERS, INCLUDING ONES IN
DIRECT OR INDIRECT COMPETITION WITH THE COMPANY, WITH NO OBLIGATION TO OFFER TO
THE COMPANY OR ANY OTHER MEMBER THE RIGHT TO PARTICIPATE THEREIN OR TO ACCOUNT
THEREFOR.
NOTWITHSTANDING THE FOREGOING, CP INVESTOR AND ITS AFFILIATES (EXCEPT
FOR SWINERTON, INC.) SHALL NOT OWN AN INTEREST IN OR PARTICIPATE IN THE
ACQUISITION, DEVELOPMENT OR REDEVELOPMENT OF ANY PROJECT SIMILAR TO ANY
COMPONENT OF THE PROPERTY IN OR WITHIN THIRTY (30) MILES OF VAIL, COLORADO ON
THEIR OWN OR WITH ANY OTHER PARTY DURING THE TERM OF THE MANAGEMENT AGREEMENTS
OR DEVELOPMENT AGREEMENTS.
5.4
INFORMATION.
IN ADDITION TO THE OTHER RIGHTS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH MEMBER IS ENTITLED TO THE
FOLLOWING INFORMATION: (A) TRUE AND FULL INFORMATION REGARDING THE STATUS OF THE
BUSINESS AND FINANCIAL CONDITION OF THE COMPANY; (B) PROMPTLY AFTER BECOMING
AVAILABLE, A COPY OF THE COMPANY'S FEDERAL, STATE AND LOCAL INCOME TAX RETURNS
FOR EACH YEAR; (C) A CURRENT LIST OF THE NAME AND LAST KNOWN BUSINESS, RESIDENCE
OR MAILING ADDRESS OF EACH MEMBER; (D) A COPY OF THIS AGREEMENT, THE
CERTIFICATE, AND ALL AMENDMENTS TO SUCH DOCUMENTS; AND (E) OTHER INFORMATION
REGARDING THE AFFAIRS OF THE COMPANY TO WHICH THAT MEMBER IS ENTITLED PURSUANT
TO