If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day cure period. This Agreement shall terminate immediately upon notice if either Party (a) becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due); (b) makes an assignment for the benefit of creditors; (c) commences, or has commenced against it, a proceeding under any bankruptcy, insolvency or debtor’s relief law; (d) has a receiver appointed over it; or (e) has ceased its ongoing business operations. In any event, FiCentive will be fully responsible to continue to fund any and all Card sales and reloads that are processed after this Agreement’s termination. Sections 4, 5, 7, 9, 11, 12, 13, 14, and 15 will survive termination or expiration of this Agreement for any reason.