Credit Limit; Purposes and Uses. Subject to all of the terms, conditions, covenants, and limitations contained in this Agreement, Lender hereby establishes the Credit Line for the benefit of Borrower pursuant to which Lender may make loans (each a "Loan") to Borrower in the aggregate principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (the "Credit Limit"). The purpose of each Loan will be to provide funding for working capital of the Business in accordance with the Budget, as hereinafter defined, applicable to the Business. Without Lender's prior written consent, none of the Loan proceeds shall be used for any purpose other than to pay those costs and expenses shown in the applicable Budget; provided, however, (a) Borrower may, with the consent of Lender, reallocate to any line item in the Budget any excess amount remaining from another line item in the Budget after the payment of all costs and expenses with respect to such other line item; (b) Lender may use any undisbursed Loan proceeds, without regard to line item allocations in the Budget, to pay accrued interest and other fees and charges owed to Lender with respect to a Loan; and (c) Lender may, in its sole discretion, agree to advance Loan proceeds for purposes other than those described in the Budget, in excess of the amounts shown in any line item, or in excess of the approved Loan amount. If Lender makes advances in accordance with the foregoing clause (c), Borrower agrees to pay such amount immediately upon demand by Lender. Any request to make a Loan must be submitted to Lender prior to May 1, 1999 (the "Expiration Date"); provided, however, if a Loan has been approved prior to the Expiration Date, any undisbursed proceeds of such Loan shall continue to be available for disbursement after the Expiration Date in accordance with this Agreement and the corresponding Closing Advice, as hereinafter defined. Upon execution of this Agreement, Borrower shall execute and deliver to Lender a promissory note (the "Note") in amount of the Credit Limit. All advances and disbursements made pursuant to this Agreement shall be deemed principal advances under the Note.
