Material Adverse Change clauses are another ambiguous term that lenders use to create an Event of Default. Once a startup is in default, the venture debt lender has tremendous leverage and can pursue remedies like foreclosure. When a lender invokes a MAC, the lender is claiming that something has changed and the borrower will likely not be able to repay the loan. This is an interpretative clause and not a good clause for a startup to agree to. Sometimes Lenders will limit the conditions a MAC can be invoked but we recommend never agreeing to a MAC.