definiens: means any Effect that, considered together with all other Effects that have occurred priorto the date of determination of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have amaterial adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company or its Subsidiaries, taken as a whole ; provided, however, that Effects arising or resulting from the following shall not be taken into account in determiningwhether there has been a Company Material Adverse Effect : ( a ) the announcement of the Agreement or the pendency of the ContemplatedTransactions ; ( b ) the taking of any action, or the failure to take any action, by the Company that is required to comply with the terms of theAgreement ; ( c ) any natural disaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activitiesanywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or otherresponse or reaction to any of the foregoing ; ( d ) any change in GAAP or applicable Law or the interpretation thereof ; ( e ) general economic orpolitical conditions or conditions generally affecting the industries in which the Company and its Subsidiaries operate or ( f ) any change in thecash position of the Company and its Subsidiaries which results from operations in the Ordinary Course of Business ; except in each casewith respect to clauses ( c ), ( d ) and ( e ), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relativeto other similarly situated companies in the industries in which the Company and its Subsidiaries operate . Notwithstanding anything to thecontrary contained herein, failure of a Funding Counterparty to fund as specified in Section 6.26 shall constitute a Company Material AdverseEffect