Common use of Termination and Waiver Clause in Contracts

Termination and Waiver. 15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer shall fail or refuse to remedy such event within thirty (30) calendar days after receipt of written notice specifying the nature of event, or to commence to remedy such event within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. 15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, or *****. 15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on ten (10) calendar days’ written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3; provided, that, Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4. 15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, (ii) materially breaches any requirement of any Operating Regulations or (iii) fails to provide any of the Financial Statements required under this Agreement, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty (20) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty (20) days after receipt of such written notice any remedy commenced during the original twenty (20) day notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

Termination and Waiver. 15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer shall fail or refuse to remedy such event within thirty (30) calendar days after receipt of written notice specifying the nature of event, or to commence to remedy such event within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. 15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, or *****. 15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on ten (10) calendar days’ written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3; provided, that, Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4. 15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, (ii) materially breaches any requirement of any Operating Regulations or (iii) fails to provide any of the Financial Statements required under this Agreement, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty (20) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty (20) days after receipt of such written notice any remedy commenced during the original twenty (20) day notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

Termination and Waiver. 15.1 The provisions [Intentionally Omitted] 15.2 Carrier may terminate the Agreement (a) without notice to Member upon (i) the occurrence of this Section 15 shall apply any Insolvency Event with respect to Member, or (ii) Member’s commitment of or participation in any material systematic, systemic or recurring fraudulent activity related to Member’s credit and debit card processing business which is directed or approved by senior management of Member, or (b) on ***** written notice to Member if any Party hereto (i) Member shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer and shall fail or refuse to remedy such event material default within thirty (30) calendar days ***** after receipt of written notice specifying the nature of eventsuch default, or to commence to remedy such event material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days ***** after receipt of such written notice any remedy commenced during the original thirty ***** notice period, or (30ii) day any representation or warranty made by Member proves to be incorrect when made in any material respect, and Member fails or refuses to remedy such default within ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period. 15.3 Servicer, for itself and on behalf of Member, Member may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency EventEvent with respect to Carrier, (b) Carrier’s commitment of or participation in any material systematic, systemic or recurring fraudulent activity, activity which is directed or *****approved by senior management of Carrier or (c) Carrier violates Member’s rights of exclusivity pursuant to the Signatory Agreement that is part of this Agreement. 15.4 Servicer, for itself and on behalf of Member, Member may terminate the Agreement on ten (10) calendar days’ ***** written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or ServicerMember, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer Member or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure by Carrier to notify Servicer provide any of the occurrence of a material default financial statements and reports described in accordance with Section 21.321; or (e) failure by Carrier to provide to Member the data necessary to calculate Gross Exposure under the Exposure Protection Schedule; provided, that, Servicer Member shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) ***** day notice period specified in this Section 15.4. *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.5 Servicer, for itself and on behalf of Member, Member may terminate the Agreement on twenty-four (24) hours’ ***** written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, operations or (ii) materially breaches any requirement of any applicable Operating Regulations or (iii) fails to provide any of the Financial Statements required under this AgreementRegulations, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty (20) calendar days ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty (20) days ***** after receipt of such written notice any remedy commenced during the original twenty (20) day ***** notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days ***** after receipt of such written notice any remedy commenced during the original thirty (30) day ***** notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days ***** after receipt of such written notice any remedy commenced during the original thirty (30) day ***** notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to ServicerMember. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

Termination and Waiver. 15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer shall fail or refuse to remedy such event within thirty (30) calendar days after receipt of written notice specifying the nature of event, or to commence to remedy such event within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. 15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, or *****. 15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on ten (10) calendar days’ written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3; provided, that, Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4. 15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, (ii) materially breaches any requirement of any Operating Regulations or (iii) fails to provide any of the Financial Statements required under this Agreement, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty (20) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty (20) days after receipt of such written notice any remedy commenced during the original twenty (20) day notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

Termination and Waiver. 15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer shall commit a material default under the Agreement and shall fail or refuse to remedy such event material default within thirty (30) calendar days after receipt of written notice specifying the nature of eventsuch default, or to commence to remedy such event material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. 15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, or (c) Carrier’s failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3 *****. 15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on ten five (105) calendar days’ written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure by Carrier to notify Servicer provide any of the occurrence of a material default financial statements and reports described in accordance with Section 21.321; provided, that, Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4. 15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, operations or (ii) materially breaches any requirement of any Operating Regulations or (iii) fails to provide any of the Financial Statements required under this AgreementRegulations, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty fifteen (2015) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty thirty (2030) days after receipt of such ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. written notice any remedy commenced during the original twenty fifteen (2015) day notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

Termination and Waiver. 15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member. 15.2 In the event: (a) Member and/or Servicer commits a material default under the Agreement; (b) Member and/or Servicer makes an assignment of this Agreement in violation of Section 13 herein; or (c) Member and/or Servicer experiences Member and/or Servicer Insolvency Event, Carrier may terminate the Agreement on twenty-four (24) hours’ ' written notice to Servicer if Member or Servicer shall commit a material default under the Agreement and shall fail or refuse to remedy such event material default within thirty (30) calendar days after receipt of written notice specifying the nature of eventsuch default, or to commence to remedy such event material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. 15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s 's commitment of or participation in any systematic, systemic or recurring fraudulent activity, or (c) Carrier's failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3 [*****]. 15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on ten five (105) calendar days’ ' written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. or material impairment of any of Member’s 's or Servicer’s 's rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) Carrier’s failure by Carrier to notify Servicer provide any of the occurrence of a material default financial statements and reports described in accordance with Section 21.321; provided, that, Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4. 15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ ' written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations, operations or (ii) materially breaches any requirement of any Operating Regulations or (iii) fails to provide any of the Financial Statements required under this AgreementRegulations, and Carrier fails or refuses to remedy any of the foregoing defaults within twenty fifteen (2015) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within twenty thirty (2030) days after receipt of such written notice any remedy commenced during the original twenty fifteen (2015) day notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. (c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer. 15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.