and agree that service of process by
registered or certified mail, return receipt requested, at its address specified
pursuant to Section 5.3 is reasonably calculated to give actual notice.
5.16. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH
CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY
IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT
(IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING
OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS
SECTION 5.16 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND
WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION 5.16 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
[Signature Page Follows]
19
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement (or
caused this Agreement to be executed on its behalf by its officer or
representative thereunto duly authorized) as of the date first above written.
THE COMPANY: AAH HOLDINGS CORPORATION By:
/s/ James M. Harrison Name:
James
M. Harrison Title:
President, Chief Operating Officer and Director
ADVENT: ADVENT-AMSCAN ACQUISITION LLC By:
/s/ Steven J. Collins Name:
Steven
J. Collins Title:
Vice President and Secretary
(Signature Page to Registration and Information Rights Agreement)