1999-01-19 Special Called Meeting

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CIMA NON-MEMBER EJWGENCY ASSISTANCE AGREEMENT • Approved At CIMA Gen Membership Meeting - 4/23/97 2.3 Insurance. COMPANY also covenants and agrees that the indemnity and hold harmless provisions are not limited, restricted, or in any way affected by the amount of insurance carried by COMPANY. 2.4 SURVIVABILITY. ALL INDEMNITIES MADE BY COMPANY UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION DATE. 2.5 DEFINITIONS. "DEFEND" MEANS TO: (1) PROVIDE LEGAL COUNSEL AND DEFENSE TO THE CIMA CORPORATION, OR AT THE CIMA CORPORATION'S OPTION, TO REIMBURSE CIMA CORPORATION FOR ALL REI4SONABLE ATTORNEYS FEES GENERATED BY COUNSEL SELECTED BY CIMA CORPORATION: AND (2) TO PAY ALL OTHER COSTS OF DEFENSE INCLUDING ALL APPEAL AND SUPERSEDEA:i BONDS. ARTICLE III MISCELLANEOUS 3.1 Designated Emergencies - Participation Voluntary. There is no obligation on any CIMA Member to contribute equipment or manpower to any particular emergency. Participation in any particular emergency is wholly voluntary based on the needs and availability of a CIMA Member to respond. Thus, there is no liability on CIMA Corporation or any CIMA Member for failing to respond to an emergency situation under this Agreement. 3.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 3.3 Attorneys Fees. In the event that any legal action is instituted betweei , the parties pertaining to the interpretation or enforcement of the terms of this Agreement, the prevailing party shall be entitled to recover a reasonable allowance for attorneys fees and court expenses, to be fixed and determined by the court in which such action is filed. 3.4 Notices. All notices, demands or communications relating to this Agreement that CIMA Corporation or any CIMA Member may wish to send to COMPANY shall be in writing. 3.5 Severability. If any provision of this Agreement or portion thereof should be declared invalid for any reason, the invalid provisions or portion 4