OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
THE COMPANY HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH
PARTY AT THE ADDRESS IT SET FORTH ON THE SIGNATURE PAGE HERETO AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
IN THE EVENT THAT ANY
PROVISION OF THIS NOTE IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE
OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT
THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH
STATUTE
10
OR RULE OF LAW.
ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE
UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS NOTE.
NOTHING CONTAINED HEREIN SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION AGAINST THE
COMPANY IN ANY OTHER JURISDICTION TO COLLECT ON THE COMPANY'S OBLIGATIONS TO THE
HOLDER, TO REALIZE ON ANY COLLATERAL OR ANY OTHER SECURITY FOR SUCH OBLIGATIONS,
OR TO ENFORCE A JUDGMENT OR OTHER COURT RULING IN FAVOR OF THE HOLDER.
THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.
(25)
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS NOTE, THE FOLLOWING
TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"AMSCAN SUBORDINATION AGREEMENT" SHALL MEAN THE SUBORDINATION
AGREEMENT, AMONG THE HOLDER, AMSCAN, INC. AND THE COMPANY, WITH RESPECT TO
CERTAIN INDEBTEDNESS OF THE COMPANY TO AMSCAN, INC, WHICH SHALL BE REASONABLY
SATISFACTORY TO THE HOLDER IN FORM AND SUBSTANCE.
(B)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER DAY
ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY
LAW TO REMAIN CLOSED.
(C)
"CALENDAR QUARTER" MEANS EACH OF: THE PERIOD BEGINNING ON AND
INCLUDING JANUARY 1 AND ENDING ON AND INCLUDING MARCH 31; THE PERIOD BEGINNING
ON AND INCLUDING APRIL 1 AND ENDING ON AND INCLUDING JUNE 30; THE PERIOD
BEGINNING ON AND INCLUDING JULY 1 AND ENDING ON AND INCLUDING SEPTEMBER 30; AND
THE PERIOD BEGINNING ON AND INCLUDING OCTOBER 1 AND ENDING ON AND INCLUDING
DECEMBER 31.
(D)
"CAPITALIZED LEASE OBLIGATIONS" MEANS WITHOUT DUPLICATION, ALL
MONETARY OBLIGATIONS OF THE COMPANY OR ANY