terms
hereof or such other instrument.
This Note is one of the Notes referred to in the Credit Agreement.
The holder
of this Note is entitled to all of the benefits under the Credit Agreement and
the other Loan Documents including certain security provided thereunder.
In
case an Event of Default shall occur, the principal of, and accrued interest and
fees, if any, on this Note shall become due and payable in the manner and with
the effect provided in the Credit Agreement.
If the holder of this Note engages the services of an attorney-at-law for the
purpose of exercising its rights hereunder or under the Credit Agreement or
other Loan Documents, in addition to any other amounts specified in the Loan
Documents, Borrower will pay the reasonable fees and disbursements thereby
incurred promptly upon demand, all of which will be deemed to be sums becoming
due hereunder and shall be secured by the liens as set forth in the Loan
Documents.
BORROWER AND LENDER (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR
ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR
ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT AS PROHIBITED BY
LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
BORROWER CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER
TO ACCEPT THIS NOTE AND MAKE THE LOAN.
Borrower hereby waives presentment for payment, demand, and, except for notices
specifically required by the Credit Agreement, notice of nonpayment, notice of
protest, and protest of this Note, and all other notices or demands in
connection with the delivery, acceptance, performance, default, dishonor, or
enforcement of the payment of this Note.
A-2
IN WITNESS WHEREOF, the undersigned have caused this Note to be duly executed as
of the date first above written, intending to be legally bound.
THE SHERIDAN GROUP, INC.
By:
Name:
Title:
LOAN SCHEDULE
DATE
AMOUNT OF FUNDING
AMOUNT OF PRINCIPAL PAID OR PRE-PAID
UNPAID PRINCIPAL BALANCE
NOTATION MADE BY
A-3
EXHIBIT B-1
REQUEST FOR ADVANCE
Bank of America, N.A., as Agent
1600 JFK Boulevard
11th Floor
Philadelphia. PA
Attn: Christine Zimmerman
__________________, 20__
Dear