Each Advance. The Lenders shall not be required to make any Advance unless on the applicable Borrowing Date:
Each Advance. The obligation of the Bank to make each Advance is subject to the satisfaction of the following conditions:
Each Advance. Lenders will not be obligated to fund (as opposed to ------------ continue or convert) any Loan (including the initial Loans), and Agent will not be obligated to issue (as opposed to extend) any LC (including the initial LCs), unless on the applicable date (and after giving effect to the requested Loan or LC): (a) Agent shall have timely received a Loan Request or LC Request (together with the applicable LC Agreement), as the case may be; (b) Agent shall have received any applicable LC fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists; and (e) the funding of the Loan or issuance of the LC is permitted by Law. Upon Agent's reasonable request, Borrower shall deliver to Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loan or LC. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing.