definiens: means, with respect to each Party:(i ) any default by any Party hereto of its covenants, representations, agreements or other performance obligations under thisAgreement ( other than a payment obligation ) ( a ) that is a material breach or ( b ) that when aggregated with any other suchuncured defaults by such Party, constitutes a material breach and, in the case of either clause ( a ) or ( b ), if such default iscapable of being cured, shall have continued for * * * ( * * * ) days after written notice thereof was provided to the allegeddefaulting Party by the non - defaulting Party ( or, if such default can not be cured within such * * * -day period, if the allegeddefaulting Party does not promptly commence and diligently continue all 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 afterwritten notice thereof was provided to the alleged defaulting Party by the non - defaulting Party