definiens: means, with respect to each Party : ( i ) any default by any Party hereto of its covenants, representations, agreements or other performanceobligations under this Agreement ( other than a payment obligation ) ( a ) that is a material breach or ( b ) that whenaggregated with any other such uncured defaults by such Party, constitutes a material breach and, in the case ofeither clause ( a ) or ( b ), if such default is capable of being cured, shall have continued for * * * ( * * * ) days after writtennotice thereof was provided to the alleged defaulting Party by the non - defaulting Party ( or, if such default can not becured within such * * * -day period, if the alleged defaulting Party does not promptly commence and diligently continueall reasonable actions to cure such defaults during such * * * -day period ) ; or ( ii ) any default by any Party hereto of its payment obligations hereunder that shall have continued for * * * ( * * * ) days after written notice thereof was provided to the alleged defaulting Party by the non - defaulting Party