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8 <br />(90) days written notice to the Board and to all Providers of programs in which it participates. <br />5.5.2 Withdrawal Relating to Participant Rate Solicitation. If a Participant solicits <br />proposals independently of this agreement within five months prior to the end of the master <br />agreement, the Board retains the right to deem that the Participant has withdrawn from the <br />appropriate pool. “Soliciting proposals” shall be defined as requesting and/or accepting written <br />or verbal proposals of any kind, regardless of how formal or informal. <br />5.5.3 Withdrawal Relating to Dual Offering. If a Participant offers Group Employee <br />Benefits through an additional or different plan which, in the discretion of the Board, are <br />considered to be substantially similar to those provided by a Pool in which the Participant <br />participates, then the Board retains the right to deem that such Participant has withdrawn from the <br />Pool. <br />5.5.4 Withdrawal at Annual Renewal. If a material change in any term or condition of a <br />Group Employee Benefit or Other Financial or Risk Management Service in which a Participant <br />participates is proposed to commence as of the Participant's annual renewal date, the Participant may <br />withdraw from the applicable Pool as of the renewal date, provided the Participant gives advance <br />written notice of its intent to withdraw promptly (within 30 days) after receiving notice of the <br />material change, even if such notice is given less than five (5) months in advance of the renewal <br />date. <br />5.6 Effect of Participant Withdrawal. Upon a Participant's withdrawal or deemed withdrawal <br />from this Agreement or from a Pool, the following rules shall apply: <br />5.6.1 Withdrawal from this Agreement. Upon its withdrawal from this Agreement, a <br />Participant shall be deemed to have withdrawn from all Pools maintained under this Agreement in <br />which the Participant is participating at the time of such withdrawal. If a Participant no longer <br />participates in any Pool, the Participant shall be deemed to have withdrawn from this Agreement, as <br />well as from the applicable Pool(s). . <br />5.6.2 Withdrawal from a Pool. Withdrawal by a Participant from any Pool shall not affect <br />the Participant's participation in any other Pool. <br />5.6.3 Program Funds. No Program Funds or any other amounts that may, in any way, be <br />attributable to a Participant's participation in a Pool shall be returned to the Participant in the event <br />such Participant's participation in a Pool ends prior to the Pool's termination. <br />5.6.4 Future Participation Limited. If a Participant withdraws or is deemed by the Board <br />to have withdrawn from a Pool, such Participant's participation in such Pool shall be prohibited for a <br />period of twelve (12) months from the date of such withdrawal or deemed withdrawal. If a Participant <br />withdraws or is deemed by the Board to have withdrawn from this Agreement, such Participant's <br />participation in this Agreement (and any Pool offered hereunder) shall be prohibited for a period of <br />twelve (12) months from the date of such withdrawal or deemed withdrawal. <br /> <br />SECTION 6 <br />PROGRAM FUNDS ADMINISTRATION <br />6.1 Program Funds. It is understood and agreed that, in connection with the Group <br />Employee Benefits and Other Financial and Risk Management Services made available pursuant to