definiens: means a material adverse effect on any of ( i ) thecollectibility or enforceability of a material portion of the Receivables or Related Security, ( ii)the ability of the Transferor or any Originating Entity to charge or collect a material portion ofthe Receivables or Related Security, ( iii ) the ability of ( A ) the Transferor or any OriginatingEntity to perform or observe in any material respect any provision of this Agreement or any otherTransaction Document to which it is a party or ( B ) of FME KGaA or FMCH to cause the dueand punctual performance and observation by the Seller or the Transferbr of any such provisionor, if the Seller or the Transferor shall fail to do so, to perform or observe any such prwisionrequired to be performed or observed by the Seller or the Transferor under this Agriement or anyother Transaction Document to which the Seller or the Transferor is party, in each purru*ito the Parent Agreement, ( iv ) the ability of ( A ) any Transfening Affiliate to perform o. -obr.*"in any material respect any provision of the Transferring Affiliate Letter or, in the case of BMA, the BMA Transfer Agreement or, in the case of any Designated Account Agent, the applicableAccount Agent Agreement, or ( B ) of FME KGaA or FMCH to cause the due and punciualperformance and observation by such Transferring Affiliate, BMA or such Designated AccountAgent of any such provision or, if such Transferring Affiliate, BMA or such Designated AccountAgent shall fail to do so, to perform or observe any such provision, in each case pursuant to theParent Agreement, ( v ) the financial condition, operations, businesses or properties, each on aconsolidated basis, of FME KGaA, FMCH, NMC or the Transferor or ( vi ) the interests of theAgent, any Administrative Agent or any of the Investors under the Transaction Documents