Availability and financing. Subject to the other provisions of this Clause 8.2, the Purchaser undertakes to preserve its right to draw down on the Closing Date the funds available to the Purchaser under the term loan agreement and the revolving credit agreement entered into by the Purchaser with, among others, Citibank, N.A. (the “Acquisition Facilities”), pursuant to which the lenders under the Acquisition Facilities have committed to lend to the Purchaser funds of not less than the Minimum Financing Amount that the Purchaser can only use on the Closing Date to (a) comply with the Payment and Funding Obligations, (b) fund the repayment of certain other existing indebtedness of the Purchaser and (c) pay costs and expenses incurred in connection with the foregoing, with any balance thereof remaining available for general corporate purposes. A copy of the Acquisition Facilities is being delivered by the Purchaser to the Sellers substantially simultaneously with the execution of this Agreement. Subject to the other provisions of this Clause 8.2 and up to and including the Closing, the Purchaser undertakes that, except with the prior written consent of the Sellers, no change will be made to the Acquisition Facilities that would (i) reduce the aggregate amount of funds committed to be lent under the Acquisition Facilities (together with the aggregate amount of funds committed to be lent under any Alternative Acquisition Facility that meets the requirements of the next paragraph) in respect of the amounts payable under this Agreement to an aggregate amount less than the Minimum Financing Amount, (ii) expand the conditions or other contingencies to the receipt of funding of such commitments beyond those expressly set forth in the Acquisition Facilities or amend or modify any such conditions or contingencies in a manner that would prevent or delay the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement or (iii) otherwise materially adversely impact the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement. The Purchaser may amend or modify the Acquisition Facilities at any time provided that such amendment or modification does not imply a breach of the restrictions established in this Clause 8. The Purchaser shall promptly provide the Sellers with a copy of such amendment or modification. Notwithstanding anything to the contrary, the Purchaser may at any time on or prior to...
