definiens: means any event, circumstance or change resulting in a material adverse effect on ( a ) thelegality, validity or enforceability of any of the Transaction Documents, the Counterparty License Agreement or the back - upsecurity interest granted pursuant to Section 2.1(d ), ( b ) the right or ability of the Servicer, the Seller ( or any permittedassignee ) or the Purchaser to perform its obligations under any of the Transaction Documents or the Counterparty LicenseAgreement, in each case to which it is a party, or to consummate the transactions contemplated hereunder or thereunder,(c ) the rights or remedies of the Purchaser under any of the Transaction Documents or the Counterparty License Agreement,(d ) the timing, amount or duration of the Royalties or any Currency Hedge Payments, ( e ) the Purchased Assets, ( f ) theIntellectual Property Rights or ( g ) the ability of the Trustee to realize the practical benefit of the Pledge and SecurityAgreement ( including any failure to have a perfected Lien on any of the Issuer Pledged Collateral as required by theIndenture )