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1. Failure to Pay Premiums. You do not pay Premiums in accordance with its terms or we have not received timely Premium payments prior to the end of the Grace Period. Termination of tills Agreement for failure to pay premiums shall be effective as of the end of the Gracc Period. In the event of such termination. you arc obligated to pay the following: a. Any portion of the Premiu►n due for coverage provided by us prior to termination: and b. Anv amounts otherwise due its. 2. Fraud or Intentional Misrepresentation of Material Fact. You perform an act. or engage in any practice. that constitutes fraud or make all intentional misrepresentation of material tact. Group Contribution and Participation and CMS Rules. You do not comply with: (1) a material provision which relates to rules for Group contributions or Covered Person participation: or (2) any provision in this Agreement which relates to LIS or other CMS Requirements. 4. Service Area. There is no longer any Covered Person who lives, resides, or works in the Service Area. Termination or Non -renewal of the CMS Contract. We will provide you with at least ninety (90) calendar days' notice upon termination or non -renewal of our contract with CMS. Except as specifically provided in this Subsection 4.C, if we decide to terminate or not renew the Agreement based on one or more of the circumstances mentioned above, we will give you at least forty- five (45) calendar days advance written notice. I). Notification of Termination to Covered Retirees It is your obligation to immediately notify each Covered Person ofany such termination of this Agreement for any reason, consistent with the requirements of Section 3 of this Agreement. E. Representations Made By, and Obligations of, the Group In agreeing to provide coverage in accordance with the terms of this Agreement, we rely on the representations you made when you applied for coverage with us and your representation that you have authority to act on behalf of all Covered Persons with respect to this Agreement. Consequently. every act bv, agreement with, or notice given to, you will be binding on all Covered Persons. You agree that you shall offer to all Eligible Retirees the opportunity to become a Covered Person under this Agreement. You agree that, if requested by us, you will distribute the Evidence of Coverage and other coverage materials to Covered Persons. SECTION 5: PAYMENT PROVISIONS A. Monthly Invoice We will prepare a monthly invoice of the Premium due on or before the due date. This monthly invoice will also reflect any prorated charges and credits resulting from changes in the number of Covered Persons and changes in the types of coverage that took place in the previous or current month.