REASONABLY SATISFACTORY TO AGENT.
(E)
WITHIN 45 DAYS OF THE DATE HEREOF (OR SUCH LATER PERIOD ACCEPTABLE
TO AGENT), BORROWERS SHALL DELIVER TO AGENT EVIDENCE FROM THE APPLICABLE
GOVERNMENTAL AUTHORITIES THAT ALL UNPAID BRAZILIAN MUNICIPAL TAXES HAVE BEEN
PAID IN FULL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(F)
A FAILURE BY BORROWERS TO COMPLY WITH THE FOREGOING COVENANTS
SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT.
8.
RELEASE.
EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES AGENT AND THE LENDERS, AND ANY AND ALL
PARTICIPANTS, PARENT CORPORATIONS, SUBSIDIARY CORPORATIONS, AFFILIATED
CORPORATIONS, INSURERS, INDEMNITORS, SUCCESSORS AND ASSIGNS THEREOF, TOGETHER
WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF
ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF
ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR UPON
CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH SUCH
BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR
OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING
FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS WAIVER, WHETHER
SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN (AND
FOR THE AVOIDANCE OF DOUBT, NOT INCLUDING ANY ACT, OMISSION, MATTER, CAUSE OR
THING WHATSOEVER ARISING AFTER THE DATE OF THIS WAIVER) OR UNKNOWN.
9.
MISCELLANEOUS.
(A)
WARRANTIES AND ABSENCE OF DEFAULTS.
IN ORDER TO INDUCE AGENT AND
REQUIRED LENDERS TO ENTER INTO THIS WAIVER, EACH BORROWER HEREBY WARRANTS TO
AGENT AND THE LENDERS, AS OF THE DATE HEREOF, THAT:
(I)
OTHER THAN AS WAIVED HEREUNDER, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE CREDIT AGREEMENT OR IN THE OTHER LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF,
AS THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE); AND
(II)
NO DEFAULT OR EVENT OF DEFAULT (OTHER THAN THE SPECIFIED DEFAULTS
AND THE EXPECTED DEFAULT RELATED TO THE FAILURE OF BORROWERS TO MAINTAIN A
LEVERAGE RATIO OF NOT MORE THAN 2.25:1.00 FOR THE FOUR FISCAL QUARTERS ENDED
JUNE 30, 2006) SHALL HAVE OCCURRED AND BE CONTINUING ON THE DATE HEREOF.
10
(B)
EXPENSES.
BORROWERS, JOINTLY AND SEVERALLY, AGREE TO PAY ON
DEMAND ALL REASONABLE COSTS AND EXPENSES OF AGENT (INCLUDING THE REASONABLE FEES
AND EXPENSES OF OUTSIDE COUNSEL FOR AGENT) IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS WAIVER AND ALL OTHER
INSTRUMENTS OR DOCUMENTS PROVIDED FOR HEREIN OR DELIVERED OR TO BE DELIVERED
HEREUNDER OR IN CONNECTION HEREWITH.
ALL OBLIGATIONS PROVIDED HEREIN SHALL
SURVIVE ANY TERMINATION OF THIS WAIVER AND THE CREDIT AGREEMENT.
(C)
GOVERNING LAW.
THIS WAIVER SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(D)
COUNTERPARTS.
THIS WAIVER MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS,