Cure Period. Each Party shall give the other Party prompt written notice upon learning of any breach or inaccuracy in the other Party’s representations or warranties or failure by the other Party to perform its covenants, obligations and agreements contained in this Agreement other than a failure to make a payment when due. The term “Cure Period” as used herein means a period commencing on the date a Party receives from the other written notice of breach or default hereunder and continuing until the earlier of # twenty (20) calendar days thereafter or # five (5) Business Days after the scheduled Closing date; provided, however, that if the inaccuracy or failure to perform is non-monetary and cannot reasonably be cured within such period but can be cured before the date five (5) Business Days after the scheduled Closing date, and if diligent efforts to cure promptly commence, then the Cure Period shall continue as long as such diligent efforts to cure continue, but not beyond the date five (5) Business Days after the scheduled Closing date. Neither Party may terminate under [Section 10.1(b) or (c)])] if it is then in material breach of or default under this Agreement.

Either party if there has been a material breach of any material representation, warranty, covenant or agreement set forth in this Agreement that is not cured, to the reasonable satisfaction of the party to whom the breach has occurred, within ten business days after notice of such breach is given (except that no cure period shall be provided for a breach by either party that by its nature cannot be cured).