ITS SUBSIDIARIES, IN EACH CASE ON A CONSOLIDATED BASIS.
SECTION 4.10.
TERMINATION OF CERTAIN COVENANTS IF CERTAIN RATINGS ARE ASSIGNED.
THE OBLIGATIONS UNDER THE COVENANTS CONTAINED IN SECTIONS 4.07 AND 4.09 HEREOF
SHALL CEASE TO APPLY TO THE COMPANY IN THE EVENT, AND ONLY FOR SO LONG AS, (1)
THE NOTES ARE RATED BBB OR BAA2, OR HIGHER BY
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AT LEAST TWO OF THE THREE RATING AGENCIES, AND (2) NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.11.
MAINTENANCE OF PROPERTIES; BOOKS AND RECORDS; COMPLIANCE WITH
LAW.
(A)
THE COMPANY SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO AT
ALL TIMES CAUSE ALL PROPERTIES USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS TO
BE MAINTAINED AND KEPT IN GOOD CONDITION, REPAIR AND WORKING ORDER (REASONABLE
WEAR AND TEAR EXCEPTED) AND SUPPLIED WITH ALL NECESSARY EQUIPMENT, AND SHALL
CAUSE TO BE MADE ALL NECESSARY REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND
IMPROVEMENTS THERETO; PROVIDED THAT NOTHING IN THIS SECTION 4.11 SHALL PREVENT
THE COMPANY OR ANY OF ITS SUBSIDIARIES FROM DISCONTINUING THE OPERATION OR
MAINTENANCE OF ANY OF SUCH PROPERTIES, OR DISPOSING OF ANY OF THEM, IF SUCH
DISCONTINUANCE OR DISPOSAL IS EITHER (I) IN THE ORDINARY COURSE OF BUSINESS,
(II) IN THE REASONABLE AND GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OR
MANAGEMENT OF THE COMPANY OR THE SUBSIDIARY CONCERNED, AS THE CASE MAY BE,
DESIRABLE IN THE CONDUCT OF THE BUSINESS OF THE COMPANY OR SUCH SUBSIDIARY, AS
THE CASE MAY BE, OR (III) OTHERWISE PERMITTED BY THIS INDENTURE.
(B)
THE COMPANY SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO KEEP
PROPER AND TRUE BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL AND CORRECT ENTRIES
SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF THE
COMPANY AND EACH OF ITS SUBSIDIARIES, AND REFLECT ON ITS FINANCIAL STATEMENTS
ADEQUATE ACCRUALS AND APPROPRIATIONS TO RESERVES, ALL IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
(C)
THE COMPANY SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO
COMPLY IN ALL MATERIAL RESPECTS WITH ALL STATUTES, LAWS, ORDINANCES, OR
GOVERNMENT RULES AND REGULATIONS TO WHICH IT IS SUBJECT, NON-COMPLIANCE WITH
WHICH WOULD MATERIALLY ADVERSELY AFFECT THE BUSINESS, EARNINGS, PROPERTIES,
ASSETS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY AND ITS SUBSIDIARIES
TAKEN AS A WHOLE.
SECTION 4.12.
REGISTRATION RIGHTS.
(A)
THE COMPANY AGREES THAT THE HOLDERS
(AND ANY PERSON THAT HAS A BENEFICIAL INTEREST IN A NOTE) FROM TIME TO TIME OF
REGISTRABLE NOTES ARE ENTITLED TO THE BENEFITS OF THE REGISTRATION RIGHTS
AGREEMENT.
PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT, THE COMPANY HAS
AGREED FOR THE BENEFIT OF THE HOLDERS FROM TIME TO TIME OF REGISTRABLE NOTES, AT
THE COMPANY'S EXPENSE, TO FILE AN EXCHANGE OFFER REGISTRATION STATEMENT WITH
RESPECT TO AN EXCHANGE OFFER TO EXCHANGE THE NOTES FOR EXCHANGE NOTES OF THE
COMPANY, WHICH EXCHANGE NOTES WILL HAVE TERMS SUBSTANTIALLY IDENTICAL IN ALL
MATERIAL RESPECTS TO THE NOTES.
IN CERTAIN CIRCUMSTANCE, THE