THE
ADMINISTRATIVE AGENT OR ANY LENDER FROM DISCLOSING ANY SUCH INFORMATION (A) TO
THE ADMINISTRATIVE AGENT, ANY OTHER LENDER OR ANY AFFILIATE THEREOF, (B) SUBJECT
TO AN AGREEMENT TO COMPLY WITH THE PROVISIONS OF THIS SECTION, TO ANY ACTUAL OR
PROSPECTIVE TRANSFEREE OR ANY DIRECT OR INDIRECT COUNTERPARTY TO ANY SWAP
AGREEMENT (OR ANY PROFESSIONAL ADVISOR TO SUCH COUNTERPARTY), (C) TO ITS
EMPLOYEES, DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL
ADVISORS OR THOSE OF ANY OF ITS AFFILIATES, (D) UPON THE REQUEST OR DEMAND OF
ANY GOVERNMENTAL AUTHORITY, (E) IN RESPONSE TO ANY ORDER OF ANY COURT OR OTHER
GOVERNMENTAL AUTHORITY OR AS MAY OTHERWISE BE REQUIRED PURSUANT TO ANY
REQUIREMENT OF LAW, (F) IF REQUESTED OR REQUIRED TO DO SO IN CONNECTION WITH ANY
LITIGATION OR SIMILAR PROCEEDING, (G) THAT HAS BEEN PUBLICLY DISCLOSED UNDER
CIRCUMSTANCES NOT OTHERWISE IN VIOLATION OF THIS SECTION 9.15, (H) TO THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY SIMILAR ORGANIZATION OR
ANY NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO INFORMATION
ABOUT A LENDER'S INVESTMENT PORTFOLIO IN CONNECTION WITH RATINGS ISSUED WITH
RESPECT TO SUCH LENDER, OR (I) IN CONNECTION WITH THE EXERCISE OF ANY REMEDY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
9.16
WAIVERS OF JURY TRIAL.
THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.17
USA PATRIOT ACT.
EACH LENDER HEREBY NOTIFIES THE
BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF
PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED
TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION
THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
45
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
SYNOPSYS, INC.
By:
/s/ Steven K. Shevick
Name:
Steven K. Shevick
Title:
Senior V.P. & CFO
JPMORGAN CHASE BANK, as Administrative Agent
and as a Lender
By:
/s/ David Gibbs
Name:
David Gibbs
Title:
Vice President
BANK OF AMERICA, N.A., as Syndication Agent and
as a Lender
By:
/s/ Sugeet Manchanda
Name:
Sugeet Manchanda
Title:
Principal
46
ABN AMRO BANK N.V.
By:
/s/ Maria Vickroy-Peralta
Name:
Maria Vickroy-Peralta
Title:
Managing Director
By:
/s/ William W. Davidson
Name:
William W. Davidson
Title:
Vice President
47
BANK LEUMI USA
By:
/s/ Boaz Blumovitz
Name:
Boaz Blumovitz
Title:
FVP
48
THE BANK OF NOVA SCOTIA
By:
/s/ Christopher Johnson
Name:
Christopher Johnson
Title:
Managing Director
By:
/s/ Dan Cameron
Name:
Dan Cameron
Title:
Director
49
BNP PARIBAS
By:
/s/ Rafael C. Lumanian
Name:
Rafael C. Lumanian
Title:
Director
By:
/s/ Sandra F. Bertram
Name:
Sandra F. Bertram
Title:
Vice President