Common use of Communications Matters Clause in Contracts

Communications Matters. (a) U.S. Communications Matters. (i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

Communications Matters. (a) U.S. Communications Matters. (i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower Parent Guarantor or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower Parent Guarantor and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower Parent Guarantor and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in #4842-1976-9300 #4848-6974-4858 all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower Parent Guarantor and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and the Lenders and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower Parent Guarantor and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. BorrowerParent Guarantor, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower Parent Guarantor and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower Parent Guarantor and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower Parent Guarantor nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower Parent Guarantor and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower Parent Guarantor or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower Parent Guarantor and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower Parent Guarantor and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower Parent Guarantor and its Subsidiaries has timely taken all material actions #4842-1976-9300 #4848-6974-4858 necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower Parent Guarantor nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

Communications Matters. (a) U.S. Communications Matters. (i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material -162- Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to -163- such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

Communications Matters. (a) U.S. Communications Matters. (i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations obligation of the U.S. Borrower and or each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect)hereto. The U.S. Borrower and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

Communications Matters. (a) U.S. Communications Matters. (i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower Parent Guarantor or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower Parent Guarantor and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower Parent Guarantor and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower Parent Guarantor and each Restricted Subsidiary that is a #4848-6974-4858 party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and the Lenders and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower Parent Guarantor and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. BorrowerParent Guarantor, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower Parent Guarantor and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower Parent Guarantor and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower Parent Guarantor nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower Parent Guarantor and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower Parent Guarantor or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower Parent Guarantor and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower Parent Guarantor and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower Parent Guarantor and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower Parent Guarantor nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in #4848-6974-4858 compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.