definiens: means ( a ) Purchaser ’s default under the Financing Documents, or the occurrence of an event of default under the Financing Document s, if such default or event of default gives rise t o a right by a Financing Entity to exercise remedies under the F inancing Documents, and ( b ) any of ( i ) a consensual resolution of such default or event of default whereby Purchas er agrees to assign this Agreement and Purchaser ’s rights and obligations ar ising hereunder to a Financing Entity or a Qualifie d Assignee ( with written notice of such resolution provided jo intly by Purchaser and such Financing Entity or Qua lified Assignee to [COMPANY] ), ( ii ) the entry of a final, non- appealable order by a court of competent jurisdicti on authorizing the sale and/or assignment of this Agreement and Pu rchaser ’s rights and obligations arising hereunder to a Financing Entity or a Qualified Assignee, or ( ii i ) the exercise by a Financing Entity of its rights and remedies as a secured creditor in respect of the Debt Facili ty under the Financing Documents in accordance with applicable law, provided that such Financing Entity provides w ritten notice to [COMPANY] of such exercise of such rig hts and remedies