Common use of JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE Clause in Contracts

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. EACH GUARANTOR HEREBY WAIVES ANY RIGHT SUCH GUARANTOR MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANY GUARANTOR, THE GUARANTEED PARTY OR THE BORROWER CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE GUARANTEED PARTY, EACH GUARANTOR HEREBY EXPRESSLY AGREES, CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND STATE OF NEW YORK, BOROUGH OF MANHATTAN, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH GUARANTOR ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTS. THE JURISDICTION AND VENUE OF THE COURTS CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITY.

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. EACH GUARANTOR HEREBY WAIVES ANY RIGHT SUCH GUARANTOR MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANY SUCH GUARANTOR, THE ANY GUARANTEED PARTY OR THE BORROWER COMPANY CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF THE LOAN DOCUMENTSAGREEMENTS, THE NOTES OR THE RELATED DOCUMENTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE OR AGAINST ANY GUARANTEED PARTY, EACH GUARANTOR HEREBY EXPRESSLY AGREES, CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND STATE OF NEW YORK, BOROUGH OF MANHATTAN, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH SUCH GUARANTOR ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH SUCH GUARANTOR HEREBY EXPRESSLY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTS. THE JURISDICTION AND VENUE OF THE COURTS CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITY.

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. SUNTRUST, THE BORROWER AND THE SECURED PARTY EACH GUARANTOR HEREBY WAIVES ANY WAIVE THE RIGHT SUCH GUARANTOR MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT (COLLECTIVELY THE “ACTION”). SUNTRUST, THE BORROWER AND THE SECURED PARTY EACH HEREBY IRREVOCABLY AGREE THAT ANY SUIT OR LEGAL ACTION WHICH BROUGHT AGAINST IT AS A RESULT OF THIS AGREEMENT MAY BE COMMENCED BY BROUGHT AGAINST IT EITHER IN THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA (ALEXANDRIA DIVISION) OR AGAINST ANY GUARANTORIN THE CIRCUIT COURT FOR THE CITY OF ALEXANDRIA, VIRGINIA. SUNTRUST, THE GUARANTEED BORROWER AND THE SECURED PARTY OR THE BORROWER CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE GUARANTEED PARTY, EACH GUARANTOR HEREBY EXPRESSLY AGREES, CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND STATE OF NEW YORK, BOROUGH OF MANHATTAN, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH GUARANTOR ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTIONS THAT EACH MAY HAVE TO THE LAYING OF THE VENUE OF SAID COURTSSUCH ACTION AND ANY CLAIM THAT SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE JURISDICTION AND VENUE OF THE COURTS CONSENTED AND SUBMITTED TO AND AGREED UPON IN This Agreement shall be deemed effective as of June 2, 2006, or, if later, the date on which the final party to this Agreement executes the Agreement in the appropriate space below. Acknowledged and Agreed to as of this 13th day of June, 2006. SunTrust Bank By: /s/ Lxxx X. Caumeil Name Lxxx X. Caumeil Title Senior Vice President And: /s/ Axxxxx X. Xxxxxx Name Axxxxx X. Xxxxxx Title First Vice President and Assistant General Counsel Contacts: Contact Name (1) Mailing Address Telephone No. Facsimile No. Contact Name (2) Mailing Address Telephone No. Facsimile No. Acknowledged and Agreed to as of this 2nd day of June, 2006 Borrower Cuisine Solutions, Inc. (Borrower Name) By: /s/ Txxxxx Xxxxx Name Txxxxx Xxxxx Title President And: Name Title Address 80 Xxxxx Xxxxx Xxxxxx, Suite 600 Alexandria, VA 22312 Attention Txxxxx Xxxxx, President Telephone No. (000)000-0000 Facsimile No. Acknowledged and Agreed to as of this 7th day of June, 2006. Secured Party Dxxx Xxxxxxx LLC (Secured Party Name) By: /s/ Dxxxxxx X. XxXxxxxxx Name Dxxxxxx X. XxXxxxxxx Title President And: Name Title Address 4000 Xxxxxxx Xxxxxx Alexandria, Virginia 22304 Attention Dxxxxxx X. XxXxxxxxx, President Telephone No. (000) 000-0000 Facsimile No. (000) 000-0000 Exhibit “A” To Restricted Account Agreement Accounts: Account Name Account Number Cuisine Solutions, Inc. 1000044112430 Exhibit C SECURITY AGREEMENT THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITYSECURITY AGREEMENT (this “Security Agreement”) is made and dated this June 02, 2006 by and among Cuisine Solutions, Inc., a Delaware corporation (“Debtor”) and Dxxx Xxxxxxx LLC, a Virginia limited liability company (“Secured Party”).

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. EACH GUARANTOR PARTY HERETO HEREBY WAIVES ANY RIGHT SUCH GUARANTOR PARTY MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANY GUARANTOR, THE GUARANTEED SUCH PARTY OR THE BORROWER CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF AGREEMENT TO THE LOAN DOCUMENTSFULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY ADMINISTRATIVE AGENT, HOLDINGS, BORROWER AND THE GUARANTEED PARTY, EACH GUARANTOR EQUITY INVESTOR HEREBY EXPRESSLY AGREESAGREE, CONSENTS CONSENT AND SUBMITS SUBMIT TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND STATE OF NEW YORK COUNTY, NEW YORK, BOROUGH OF MANHATTANNEW YORK, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH GUARANTOR HOLDINGS, BORROWER AND THE EQUITY INVESTOR ALSO EXPRESSLY CONSENTS CONSENT AND SUBMITS SUBMIT TO AND AGREES AGREE THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH GUARANTOR HOLDINGS, BORROWER AND THE EQUITY INVESTOR HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTSCOURTS AND COUNTY. THE JURISDICTION AND VENUE OF THE COURTS AND COUNTY CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITY.

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. EACH GUARANTOR HEREBY WAIVES ANY RIGHT SUCH GUARANTOR MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANY GUARANTOR, THE GUARANTEED PARTY OR THE BORROWER CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE GUARANTEED PARTY, EACH GUARANTOR HEREBY EXPRESSLY AGREES, CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND COURTS OF THE STATE OF NEW YORKGEORGIA OR THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA, BOROUGH OF MANHATTANATLANTA DIVISION, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH GUARANTOR ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTS. THE JURISDICTION AND VENUE OF THE COURTS CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITY.

JURY TRIAL WAIVER; CONSENT TO JURISDICTION AND VENUE. EACH GUARANTOR HEREBY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH GUARANTOR MAY HAVE -9- UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANY GUARANTOR, THE GUARANTEED PARTY LENDER OR THE BORROWER CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS GUARANTY OR ANY OF THE LOAN CREDIT DOCUMENTS. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE GUARANTEED PARTYLENDER, EACH GUARANTOR HEREBY EXPRESSLY AGREES, CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY AND STATE OF NEW YORKFULTON COUNTY, BOROUGH OF MANHATTANGEORGIA, WITH RESPECT TO RESXXXX XO SUCH SUIT OR LEGAL ACTION, AND EACH GUARANTOR ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTSCOURTS AND COUNTY. THE JURISDICTION AND VENUE OF THE COURTS AND COUNTY CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN EQUITY.