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CIMA MEMBER SEIES AGREEMENT <br />Approved At CIMA Gfflgral Membership Meeting - 4/23/97 10 <br />The term "CIMA" or "CIMA Corporation" as used herein means Channel <br />Industries Mutual Aid Organization, its successors, assigns, agents, employees, <br />officers, and directors. These terms do not include the individual members of <br />CIMA which are referred to variously as: "Member," "Member of CIMA," and <br />"CIMA Member." <br />"DEFEND" MEANS TO: (1) PROVIDE LEGAL COUNSEL AND <br />DEFENSE TO THE CIMA CORPORATION AND THE CIMA <br />MEMBER(S), OR AT THE CIMA CORPORATION'S AND THE CIMA <br />MEMBER(S)' OPTION, TO REIMBURSE THE CIMA CORPORATION <br />AND THE CIMA MEMBER(S) FOR ALL REASONABLE ATTORNEYS <br />FEES GENERATED BY COUNSEL SELECTED BY THE CIMA <br />CORPORATION AND THE CIMA MEMBER(S); AND (2) TO PAY ALL <br />OTHER COSTS OF DEFENSE: INCLUDING ALL APPEAL AND <br />SUPERSEDEAS BONDS. <br />The term "Member" or "CIIVIA Member" as used herein shall include any <br />affiliate of a CIMA Member that is owned by, which owns, or is under common <br />ownership with that CIMA Member. Any affiliate which shall at anytime cease to <br />own, be owned by, or be under common ownership with the CIMA Member shall <br />cease at such time to be an affiliate of that Member. <br />"Non-member" shall mean any company which is not a Member of the <br />CIMA Corporation or a party to this Services Agreement. <br />ARTICLE la <br />2.1 Term. The term of this Agreement shall begin on the effective date <br />hereof and end on December 31, 1997, and, thereafter, the term shall be <br />renewed automatically, without notice, for successive one-year terms beginning <br />on each January 1 and ending on each December 31, unless earlier terminated <br />pursuant to Sections 2.2 and 2.4 <br />2.2 Termination Upon Termination of Membership. This Agreement shall <br />terminate, without notice, automatically and concurrently upon the effective date <br />the Member ceases to be a Member of CIMA as provided in CIMA's Articles of <br />Incorporation and Bylaws. <br />2.3 Failure to Satisfy Financial Requirements. At the time of the execution <br />of this Services Agreement and at anytime thereafter upon demand by CIMA <br />Corporation, each CIMA Member shall furnish written evidence of its compliance <br />with the financial requirements described in Section 5.6 of this Services <br />Agreement in a format acceptable to CIMA. Failure to provide satisfactory <br />2 <br />