definiens: ( as defined in the TAA ) does notexceed the ( as defined in the TAA ) after reducing the ( as defined in the TAA ) by an amount equal to the aggregate OutstandingBalance of all Receivables otherwise included in the calculation of the Net Receivables Balancewhich either ( i ) have been originated by such Transfening Affrliate or ( ii ) are owing from anyObligor that shall have been directed to remit payments thereon to a Special Account that is aSpecial Account to which Obligors in respect of the Transferring Affiliate that is the subject ofsuch Event of Bankruptcy shall have been directed to remit payments ; or(0 after giving effect to any Purchase hereunder, the Purchaser shall, for anyreason, fail or cease to have all right, title and interest in and to all of the Receivables which areto be included in such Purchase, together with the Related Security and Collections with respectthereto, free and clear of any Adverse Claim, subject only to the interests therein of the Agent, onbehalf of the Conduit Investors and the Bank Investors ; or(g ) the Transferring Affiliate Letter, the BMA Transfer Agreement or anyother Transaction Document shall have terminated ; or any material provision thereof shall ceasefor any reason to be valid and binding on any party thereto or any party shall so state in writing;or any party to any Transaction Document ( other than the Purchaser, the Agent, any ConduitInvestor or any Bank Investor ) shall fail to perform any material term, provision or conditioncontained in any Transaction Document on its part to be performed or a default shall otherwiseoccur thereunder ; or(h ) either FMCH or the Seller shall enter into any transaction or mergerwhereby it is not the surviving entity ; or(i ) there shall have occurred any material adverse change in the operations ofany of FMCH or the Seller since December 31,1996 or any other Material Adverse Effect shallhave occurred ; or0 ) a default shall occur under the Parent Agreement ; or the Parent Agreementshall for any reason terminate ; or any material provision thereof shall cease to be valid andbinding on any party thereto or any party thereto shall so state in writing ; or(k ) ( i ) the Seller shall cease to own, free and clear of any Adverse Claim allof the outstanding shares of capital stock of the Transferor on a fully diluted basis ; or ( ii ) FMCHshall cease to own, directly or indirectly, free and clear of any Adverse Claim ( other than apledge made pursuant to the FME KGaA Credit Facility and put / call agreements, forwardagreements or other similar arangements among FME KGaA and its subsidiaries ), all of theoutstanding shares of capital stock of any of the Originating Entities or the Collection Agent on afully diluted basis ; provided that FME KGaA may own directly or indirectly stock that is notVoting Stock in subsidiaries of FMCH ; or ( iii ) FME KGaA shall cease to oum, directly orindirectly, free and clear of any Adverse Claim ( other than a pledge made pursuant to the FMEKGaA Credit Facility and put / call agreements, forward agreements or other similar arrangementsNYI 6695889v.6J.'oaaaaaaoooOamong FME KGaA and its subsidiaries ), all of the Voting Stock of FMCH other than thepreferred stock of FMCH outstanding as of the date hereof ( which preferred stock outstanding asof the date hereof shall not represent more than 20Yo of the total Voting Stock of FMCH ) ; or ( iv)or a Change of Control ( as defined under the TAA )