BOROUGH OF MANHATTAN OF THE CITY OF NEW YORK, AND EACH OF AGILENT AND WORLD
TRADE HEREBY IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING AGAINST IT OR
AGAINST ITS PROPERTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (AN "ACTION")
MAY BE HEARD AND DETERMINED IN SUCH FEDERAL OR STATE COURT.
EACH OF AGILENT AND
WORLD TRADE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT
MAY EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION,
ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NON CONVENIENS)
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE OF ANY ACTION IN ANY SUCH
JURISDICTION.
EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY AGREES THAT
THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION
WITHIN THE UNITED STATES MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED
MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR IT SET FORTH HEREIN OR BY HAND
DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS.
EACH OF
AGILENT AND WORLD TRADE MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW,
IN WHICH EVENT ITS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.
17.
Waiver of Jury Trial.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
18.
Counterparts.
This Agreement may be executed in counterparts,
each of which will be deemed an original instrument and all of which together
will constitute one and the same agreement.
Signatures follow on next page
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on behalf of
the parties as of the date first above written.
AGILENT TECHNOLOGIES, INC.
By:
Name:
Title:
AGILENT TECHNOLOGIES WORLD TRADE, INC.
By:
Name:
Title:
MERRILL LYNCH CAPITAL SERVICES, INC.
By:
Name:
Title:
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