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 Seller or any other Originating Entity to charge or collect a material portion ofoNYI 6695889v.6ooooooooaaothe Receivables or Related Security, ( iii ) the ability of ( A ) the Seller or any other 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 of any such provision or, if the Sellershall fail to do so, to perform or observe any such provision required to.be performed orobserved by the Seller under this Agreement or any other Transaction Document to which theSeller is party, in each case pursuant to the Parent Agreement, ( iv ) the ability of ( A ) anyTransferring Affiliate to perform or observe in any material respect any provision of theTransferring Affiliate Letter or, in the case of BMA, the BMA Transfer Agreement, or, in thecase of any Designated Account Agent, the applicable Account Agent Agreement or ( B ) of FMEKGaA or FMCH to cause the due and punctual performance and observation by suchTransferring Affiliate, BMA or such Designated Account Agent of any such provision or, if suchTransferring Affiliate, BMA or such Designated Account Agent shall fail to do so, to perform orobserve any such provision, in each case, pursuant to the Parent Agreement, ( v ) the financialcondition, operations, businesses or properties of FME KGaA, FMCH, the Seller or theTransferor or ( vi ) the interests of the Purchaser and/or its assignees under the TransactionDocuments