Common use of Amendment due to Tax or Other Charges Clause in Contracts

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Permanente Dental GroupAssociates, PC, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which When Group fails to pay Premium is due. If Company has not received Premium 10 days on or before the end Premium Due Date, Group shall have a period of at least 31 days to pay all Premiums owed (“Grace Period”). The Grace Period shall begin the month for which day after the Premium is due, Company may send Group notice of the past-due amountDue Date. If Group fails to make past-due payment within 10 days after Company’s initial written notice to pay all Premiums owed (including those owed for the Grace Period) on or before the last day of the Grace Period, then Company may, at its option and in lieu of any other remedy, terminate this Agreement without further extension or consideration. Company will notify Group of the past-due amount, Company may terminate this Agreement immediately by giving written amount and the effective date of termination. Such notice shall be sent at least 10 days prior to Group, and the effective date of termination. Group will shall continue to be liable for all unpaid Premium Premiums due through the termination datedate of termination. This Agreement will remain in full force and effect throughout the Grace Period and Group will remain responsible for payment of Premiums. If Company receives full payment of Premiums on or before the last day of the Grace Period, this Agreement will remain in effect according to its terms and conditions. If Premiums are paid after the Grace Period ends, Company may charge interest on the overdue Premiums. Interest shall not accrue during the Grace Period, and the (simple) interest rate shall be 6 percent per year or the maximum amount permitted by applicable law, whichever is less. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large the group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.and

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Permanente Dental GroupAssociates, PC, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. PT on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which When Group fails to pay Premium is due. If Company has not received Premium 10 days on or before the end Premium Due Date, Group shall have a period of at least 31 days to pay all Premiums owed (“Grace Period”). The Grace Period shall begin the month for which day after the Premium is due, Company may send Group notice of the past-due amountDue Date. If Group fails to make past-due payment within 10 days after Company’s initial written notice to pay all Premiums owed (including those owed for the Grace Period) on or before the last day of the Grace Period, then Company may, at its option and in lieu of any other remedy, terminate this Agreement without further extension or consideration. Company will notify Group of the past-due amount, Company may terminate this Agreement immediately by giving written amount and the effective date of termination. Such notice shall be sent at least 10 days prior to Group, and the effective date of termination. Group will shall continue to be liable for all unpaid Premium Premiums due through the termination datedate of termination. This Agreement will remain in full force and effect throughout the Grace Period and Group will remain responsible for payment of Premiums. If Company receives full payment of Premiums on or before the last day of the Grace Period, this Agreement will remain in effect according to its terms and conditions. If Premiums are paid after the Grace Period ends, Company may charge interest on the overdue Premiums. Interest shall not accrue during the Grace Period, and the (simple) interest rate shall be 6 percent per year or the maximum amount permitted by applicable law, whichever is less. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large the group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.and

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: ▪ Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. ▪ With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. ▪ Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product Plan or all Products Plans within a Market Company may terminate a particular product type of Plan or all products types of Plans offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregonarea, or both cease offering and cease renewing all products Plans in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providersproviders in such service area. To discontinue all productsPlans, Company must: (a) notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and all Groups; groups, and (b) not cancel coverage for 180 days after the date of notice to the Director Office of the Insurance Commissioner and Groupsgroups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregonarea. Except as provided below regarding failure to reach agreement with providersproviders in a service area, in order to discontinue a productPlan, Company must: (a) cease to offer and/or or cease to renew this Plan for all groups; , (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; , and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director Office of the Department of Consumer and Business Services Insurance Commissioner orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; Members or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the a service area; area and (b) not less than 90 days prior to discontinuance, notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 31 days prior advance written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product Plan or all Products Plans within a Market Company may terminate a particular product type of Plan or all products types of Plans offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregonarea, or both cease offering and cease renewing all products Plans in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providersproviders in such service area. To discontinue all productsPlans, Company must: (a) notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and all Groups; groups, and (b) not cancel coverage for 180 days after the date of notice to the Director Office of the Insurance Commissioner and Groupsgroups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregonarea. Except as provided below regarding failure to reach agreement with providersproviders in a service area, in order to discontinue a productPlan, Company must: (a) cease to offer and/or or cease to renew this Plan for all groups; , (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; , and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director Office of the Department of Consumer and Business Services Insurance Commissioner orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; Members or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the a service area; area and (b) not less than 90 days prior to discontinuance, notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: ▪ Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. ▪ With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Company Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. ▪ Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Permanente Dental GroupAssociates, PC, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which When Group fails to pay Premium is due. If Company has not received Premium 10 days on or before the end Premium Due Date, Group shall have a period of at least 31 days to pay all Premiums owed (“Grace Period”). The Grace Period shall begin the month for which day after the Premium is due, Company may send Group notice of the past-due amountDue Date. If Group fails to make past-due payment within 10 days after Company’s initial written notice to pay all Premiums owed (including those owed for the Grace Period) on or before the last day of the Grace Period, then Company may, at its option and in lieu of any other remedy, terminate this Agreement without further extension or consideration. Company will notify Group of the past-due amount, Company may terminate this Agreement immediately by giving written amount and the effective date of termination. Such notice shall be sent at least 10 days prior to Group, and the effective date of termination. Group will shall continue to be liable for all unpaid Premium Premiums due through the termination datedate of termination. This Agreement will remain in full force and effect throughout the Grace Period and Group will remain responsible for payment of Premiums. If Company receives full payment of Premiums on or before the last day of the Grace Period, this Agreement will remain in effect according to its terms and conditions. If Premiums are paid after the Grace Period ends, Company may charge interest on the overdue Premiums. Interest shall not accrue during the Grace Period, and the (simple) interest rate shall be 6 percent per year or the maximum amount permitted by applicable law, whichever is less. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product Plan or all Products Plans within a Market Company may terminate a particular product type of Plan or all products types of Plans offered in a small or large the group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregonarea, or both cease offering and cease renewing all products Plans in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providersproviders in such service area. To discontinue all productsPlans, Company must: (a) notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and all Groups; groups, and (b) not cancel coverage for 180 days after the date of notice to the Director Office of the Insurance Commissioner and Groupsgroups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregonarea. Except as provided below regarding failure to reach agreement with providersproviders in a service area, in order to discontinue a productPlan, Company must: (a) cease to offer and/or or cease to renew this Plan for all groups; , (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; , and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director Office of the Department of Consumer and Business Services Insurance Commissioner orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; Members or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director Office of the Department of Consumer and Business Services Insurance Commissioner and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Permanente Dental GroupAssociates, PC, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large the group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Company or Dental Group, Group (or Kaiser Foundation Hospitals or upon any activity of any of themtheir activities), then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Group’s share will be determined by dividing the number of Members enrolled through Group by the total number of Members enrolled in Company. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: to (a) address any law or regulatory requirement; , which may include increasing Premium to reflect an increase in costs to Company or Dental Group (Company will give Group 31 days prior written notice of any such Premium increase), or (b) reduce or expand the Company Service Area; service area, or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and & Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the terminates and Group receives the notice. does not replace this coverage with another Plan, Company will waive give Group written notice of termination not less than 10 working days after the Premium for termination date and will explain the period for which rights of Members regarding continuation or conversion of coverage is continuedas provided by federal and state law. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than at least 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least not less than 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is Premiums are due. If Company has not received Premium Premiums 10 days before the end of the month for which Premium is Premiums are due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and . Group will be liable for all unpaid Premium through the termination date. Termination for Fraud or Material Breach of Plan Company may terminate this Agreement by giving at least 30 upon 31 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of materially breaches the Plan. For example, an intentional misrepresentation a material breach of material fact the Plan occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product Plan or all Products Plans within a Market Company may terminate a particular product type of Plan or all products types of Plans offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease ceases offering and cease ceases renewing all products in Oregon or a specific service area in Oregon, Plans if Company fails to reach an agreement with health dental care providers. To discontinue all productsPlans, Company must: (aA) notify the Director director of the Department of Consumer and Business Services and all Groups; , and (bB) not cancel coverage for 180 days after the date of notice to the Director director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a productPlan, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.:

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 31 days prior advance written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (a) notify the Director of the Department of Consumer and Business Services and all Groups; and (b) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (a) cease to offer and/or cease to renew this Plan for all groups; (b) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Company Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.

Amendment due to Tax or Other Charges. If during the term of this Agreement a government agency or other taxing authority imposes or increases a tax or other charge (other than a tax on or measured by net income) upon Company, Dental Group, or Kaiser Foundation Hospitals or upon any activity of any of them, then upon 31 days prior written notice, Company may increase Group’s Premium to include Group’s share of the new or increased tax or charge. Other Amendments Company may amend this Agreement at any time by giving written notice to Group, in order to: (a) address any law or regulatory requirement; or (b) reduce or expand the Company Service Area; or (c) increase any benefits of any Medicare product approved by the Centers for Medicare and Medicaid Services (CMS), if applicable to this Agreement. TERMINATION OF AGREEMENT This Agreement will terminate under any of the conditions listed in this “Termination of Agreement” section. All rights to benefits under this Agreement end at 11:59 p.m. on the termination date, except as expressly provided in the “Termination of Membership” or “Continuation of Membership” sections of the EOC. If Company fails to give notice as required, this Agreement shall continue in effect from the date notice should have been given until the date the Group receives the notice. Company will waive the Premium for the period for which coverage is continued. Termination on Notice Group may terminate this Agreement by giving prior written notice to Company not less than 30 days prior to the termination date and remitting all amounts payable relating to this Agreement, including Premium, for the period through the termination date. Termination due to Nonacceptance of Amendments All amendments are deemed accepted by Group unless Group gives Company written notice of nonacceptance non- acceptance at least 15 days before the effective date of the amendment in which case this Agreement will terminate the day before the effective date of the amendment. Termination for Nonpayment Company will allow a grace period until the end of the month for which Premium is due. If Company has not received Premium 10 days before the end of the month for which Premium is due, Company may send Group notice of the past-due amount. If Group fails to make past-due payment within 10 days after Company’s initial written notice to Group of the past-due amount, Company may terminate this Agreement immediately by giving written notice to Group, and Group will be liable for all unpaid Premium through the termination date. Termination for Fraud Company may terminate this Agreement by giving at least 30 not less than 31 days prior written notice to Group, if Group commits fraud or makes an intentional misrepresentation of material fact as prohibited by the terms of the Plan. For example, an intentional misrepresentation of material fact occurs if Group intentionally furnishes incorrect or incomplete material information to Company or is aware that incorrect or incomplete material information has been provided to Company on enrollment or other Company forms. Termination for Violation of Contribution or Participation Requirements Company may terminate this Agreement upon 31 days prior written notice to Group, if Group fails to comply with Company’s contribution or participation requirements (including those listed in the “Contribution and Participation Requirements” section). Termination for Discontinuance of a Product or all Products within a Market Company may terminate a particular product or all products offered in a small or large group market as permitted by law. Company may terminate this Agreement if it ceases to write new business in the group market in Oregon or in a specific service area within Oregon, or elects not to renew all of its group Plans in Oregon or in a specific service area within Oregon, or both cease offering and cease renewing all products in Oregon or a specific service area in Oregon, if Company fails to reach an agreement with health care providers. To discontinue all products, Company must: (aA) notify the Director of the Department of Consumer and Business Services and all Groups; and (bB) not cancel coverage for 180 days after the date of notice to the Director and Groups. Company may terminate this Agreement if it elects not to offer or renew, or offer and renew, this type of Plan in Oregon or within a specific service area within Oregon. Except as provided below regarding failure to reach agreement with providers, in order to discontinue a product, Company must: (aA) cease to offer and/or cease to renew this Plan for all groups; (bB) offer (in writing) to each group covered by this Plan, enrollment in any other Plan offered by Company in the group market, not less than 90 days prior to discontinuance; and (c) act uniformly without regard to claims experience of affected groups or the health status of any current or prospective Member. Company may terminate this Agreement if the Director of the Department of Consumer and Business Services orders Company to discontinue coverage upon finding that continuation of coverage (a) would not be in the best interests of the Members; or (b) would impair Company’s ability to meet its contractual obligations. Company may terminate this Agreement by providing not less than 90 days prior written notice if there are no Members covered under this Agreement who reside or work in the Service Area. Company may terminate this Agreement if it is unable to reach an agreement with the health care providers to provide Services within a specific service area. Company must: (a) cease to offer and cease to renew this Plan for all groups within the service area; and (b) not less than 90 days prior to discontinuance, notify the Director of the Department of Consumer and Business Services and each group in that service area of the decision to discontinue offering the Plan(s) and offer all other group Plans available in that service area. CONTRIBUTION AND PARTICIPATION REQUIREMENTS No change in Group’s contribution or participation requirements is effective for purposes of this Agreement unless Company consents in writing. Group must: Meet all underwriting requirements set forth in Company’s Rate Assumptions and Requirements document. With respect to all persons entitled to coverage under Group’s Plan(s), offer enrollment in Company’s Plan to all such persons on conditions no less favorable than those for any other Plan available through Group. Permit Company to examine Group’s records with respect to contribution and participation requirements, eligibility, and payments under this Agreement. MISCELLANEOUS PROVISIONS Administration of Agreement Company may adopt policies, procedures, rules, and interpretations to promote efficient administration of this Agreement.and