Common use of Material Adverse Clause in Contracts

Material Adverse. Effect means a material adverse effect on (a) the business, operations, assets, capitalization, financial or other condition, agreements, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of the Borrower and its Subsidiaries, as a whole, on a consolidated basis, (b) the ability of the Borrower or any of its Subsidiaries to perform and discharge its obligations under this Agreement, any of the other Documents or its Material Contracts, or (c) the Lenders’ ability to enforce their rights or remedies under this Agreement or any of the other Documents and, where used in relation to any other Person, has a similar meaning; provided that during the Certain Funds Period, references to the words “capitalization”, “or other”, “agreements, prospects, licenses, permits, rights, privileges or liabilities” and “or its Material Contracts” above shall be disregarded for the purposes of Section 8.2(5)(i).