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1. The Employer's failure to provide adequate funds, as set in <br />Exhibit "B", as necessary for the payment of claims pursuant to <br />the Group Health Plan; <br />2. The Employer's failure to pay any administrative fees or late <br />penalty as set forth in Exhibit "B" of this Agreement; <br />3. The Employer's failure to maintain the reserve requirement as <br />set forth in Exhibit "B"; <br />4. The Employer ceases to maintain a Group Health Plan; <br />5. The Employer modifies the Group Health Plan without the prior <br />written consent of the Administrator; <br />6. At any time the Administrator has reasonable grounds for <br />insecurity with respect to the Employer's financial ability to <br />adequately fund the Group Health Plan, and the Employer has <br />failed to immediately provide adequate assurances of financial <br />soundness to the Administrator; <br />7. At any time any judicial or regulatory body determines that this <br />Agreement, or any provision of this Agreement, is invalid or <br />illegal, or that this arrangement constitutes an insurance policy or <br />program which is subject to state and/or federal insurance <br />regulations and/or taxation; <br />8. At any time the Employer otherwise materially breaches this <br />Agreement. <br />4.5 Rights and Responsibilities Upon Termination. <br />In the event of termination of this Agreement, the Employer will immediately <br />notify each covered group member of the termination date. <br />Termination of this Agreement for any reason shall not affect the rights or <br />obligations of either party which arise prior to the date of termination. <br />SECTION V <br />LEGAL ACTION: INDEMNIFICATION <br />5.1 Standard of Care. <br />The Administrator and the Employer shall each use the care, skill, prudence <br />and diligence under the circumstances then prevailing that a prudent person <br />acting in a like capacity and familiar with such matters would use in the <br />960904.1 <br />8 <br />A1/4..414 MISMINSMILIEMIUMINK <br />