definiens: means ( a ) a material adverse change in, or a material adverse effect upon, the business, assets, properties, liabilities or financial condition of the Company and its Subsidiaries taken as a whole, ( b ) a material impairment of the rights and remedies of the Investor under any Transaction Document to which it is a party or a material impairment in the perfection or priority of the Investor ’s security interests in the Collateral, ( c ) an impairment of the ability of the Company Parties ( taken as a whole ) to perform their respective obligations under the Transaction Documents that could reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities or financial condition of the Company and its Subsidiaries taken as a whole, ( d ) a material adverse effect upon the legality, validity, binding effect or enforceability against any Company Party of any Transaction Document to which it is a party or ( e ) an adverse effect ( other than any de minimis effect ) on the timing, am ount or duration of amounts payable in respect of the Revenue Interests in accordance with the Transaction Documents or the right of the Investor to receive the Revenue Interests