definiens: means a default in the performance of or failure to be in compliance with anymaterial term, covenant or representation of this Agreement . Notwithstanding the foregoing, in the event of a good faith disputeas to whether performance has been made by either Party pursuant to this 59THE SYMBOL DENOTES PLACES WHERE CERTAIN IDENTIFIEDINFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH ( i)NOT MATERIAL, AND ( ii ) WOULD LIKELY CAUSE COMPETITIVE HARM TO THECOMPANY IF PUBLICLY DISCLOSED Agreement, including any good faith dispute as to payments due under this Agreement, the relevant cure period with respectthereto will be tolled pending resolution of such dispute in accordance with Section 14.2 ; provided, that if such dispute relates topayment, the cure period will only apply with respect to payment of disputed amounts, and not with respect to undisputedamounts