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ARTICLE IX <br />INDEMNIFICATION AND DISCLAIMER <br />9.1 Indemnification Covenants. Each Member hereby agrees to indemnify anc <br />BICEP and all other Members and their respective officers harmless from and against all ~ <br />losses and damages, including legal fees and expenses, arising out of such Member's bre <br />default in the performance of any of its obligations under these Bylaws, the Memorandum, <br />Risk Management Program. <br />9.2 Disclaimer. BICEP MAKES NO WARRANTY OR REPRESENTATION, <br />EXPRESS OR IMPLIED, AS TO THE ADEQUACY OF THE COVERAGE FOR THE ~ <br />ANY OR EACH OF THE MEMBERS. <br />ARTICLE X <br />DEFAULTS AND REMEDIES <br />10.1 Defaults. The following shall be an event of default under these Bylaws and <br />"Event of Default" shall mean, whenever it is used in these Bylaws with respect to a Mer <br />one or more of the following events: <br />10.1.1 Failure by a Member to pay any premium or various <br />allocations required to be paid hereunder; <br />10.1.2 Failure by a Member to observe and perform any covenant, cond <br />agreement on its part to be observed or performed herein or otherwise with respect hereto; <br />save <br />;laims, <br />ach or <br />and a <br />ER <br />OF <br />term <br />any <br />or <br />or <br />10.1.3 The filing by the Member of a case of bankruptcy, or the subjection of any <br />right or interest of the Member under these Bylaws to any execution, garnishment or atta hment, <br />or adjudication of the Member as a bankrupt, or assignment by the Member for the be efit of <br />creditors, or the entry by the Member into an agreement of composition with creditors, or the <br />approval by a court of competent jurisdiction of a petition applicable to the Member in any <br />proceedings instituted under the provisions of the federal bankruptcy code, as amended, o under <br />any similar act which may hereafter be enacted; <br />10.1.4 Failure to fully comply with the terms and provisions of the Memorandum or a <br />Risk Management Program. <br />10.2 Notice of Default. BICEP shall give written notice of the Event of Default ("N tice of <br />Default") to the Member in default, specifying the Event of Default complained of by BICE , in the <br />time periods as provided in Section 10.3 below. Failure or delay in giving such notice s all not <br />constitute a waiver of any Event of Default, nor shall it change the time of default. <br />Bylaws <br />OS-31-O6 <br />10 <br />