1934 Uses in No Material Adverse Change Clause

No Material Adverse Change from Term Loan Agreement

TERM LOAN AGREEMENT, dated as of August 10, 2016, among AVISTA CORPORATION, a Washington corporation, the Lenders listed in Schedule 2.01 and MUFG UNION BANK, N.A., as Administrative Agent.

No Material Adverse Change. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in any document filed after December 31, 2015 but prior to the date of this Agreement pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, there has been no change in the business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole, since December 31, 2015 which could reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the representation set forth in this Section 3.06 is and will be made solely at and as of the Closing Date.Section3.07 Litigation; Compliance with Laws.

No Material Adverse Change from Stock Purchase and Share Exchange Agreement

THIS STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT (the "Agreement"), is made and entered into this September 30, 2010, by and between Rocap Marketing Inc., a Nevada corporation with its principal place of business located at Las Vegas, Nevada ("RMI"); Hubert J. Blanchette, an Arizona Individual ("HJB").

No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of RMI. Section 6.5 1934 Exchange Act Compliance. RMI does not currently file reports with the Securities Exchange Commission. Section 6.6 Cancellation of Outstanding Options, Warrants, Rights, Etc. Prior to the Closing Date, as applicable, RMI will not have any outstanding stock options, rights or commitments to issue shares of RMI common or preferred stock, warrants, or convertible notes. Section 6.7 Cancellation of Voting Trusts. Prior to the Closing Date, as applicable, RMI will not have any voting trusts, agreements or arrangements among any of the beneficialholders of RMI common or preferred stock affecting the nomination or election of directors or the exercise of the voting rights of RMI common or preferred stock.

No Material Adverse Change from Stock Purchase Agreement and Share Exchange

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into as of this 31st day of December, 2011 (the "Agreement"), by and between League Now Holdings, Inc., a Florida corporation with its principal place of business located at 5601 West Spring Parkway, Plano, TX 775021 ("League Now"); and Infiniti Systems Group, Inc., an Ohio corporation with its principal place of business at 6980 South Edgerton Road, Brecksville, Ohio 44141 ("Infiniti").

No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of League Now.

No Material Adverse Change from Credit Agreement

CREDIT AGREEMENT, dated as of February 11, 2011, among AVISTA CORPORATION, a Washington corporation, the Lenders listed in Schedule 2.01, THE BANK OF NEW YORK MELLON, KEYBANK NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and an Issuing Bank, and UNION BANK, N.A., as Administrative Agent and an Issuing Bank.

No Material Adverse Change. Except as disclosed in the Borrowers Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in any document filed after December 31, 2009, but prior to the date of this Agreement, pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, there has been no change in the business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole, since December 31, 2009, which could reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the representation set forth in this Section 3.06 is and will be made solely at and as of the Closing Date, at and as of the effective date of any increase in the Commitments pursuant to Section 2.10(c) and at and as of the effective date of any extension of the Expiration Date pursuant to Section 2.20.

No Material Adverse Change from Credit Agreement

CREDIT AGREEMENT, dated as of November 25, 2009, among AVISTA CORPORATION, a Washington corporation, the Banks listed in Schedule 2.01, JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as Co-Documentation Agents, WELLS FARGO SECURITIES, LLC, as Syndication Agent, and UNION BANK, N.A., as Administrative Agent.

No Material Adverse Change. Except as disclosed in the Borrowers Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in any document filed after December 31, 2008, but prior to the date of this Agreement, pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, there has been no change in the business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole, since December 31, 2008, which could reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the representation set forth in this Section 3.06 is and will be made solely at and as of the Closing Date, at and as of the effective date of any increase in the Commitments pursuant to Section 2.09(c) and at and as of the effective date of any extension of the Expiration Date pursuant to Section 2.19.

No Material Adverse Change from Credit Agreement

CREDIT AGREEMENT, dated as of January 27, 2009 among CEMEX, S.A.B. de C.V., a sociedad anonima bursatil de capital variable organized and existing pursuant to the laws of the United Mexican States (the Borrower), CEMEX MEXICO, S.A. de C.V., a sociedad anonima de capital variable organized and existing pursuant to the laws of the United Mexican States, CEMEX CONCRETOS, S.A. de C.V., a sociedad anonima de capital variable organized and existing pursuant to the laws of the United Mexican States (each a Guarantor and together, the Guarantors), the several Lenders party hereto, BBVA BANCOMER, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as Administrative Agent, and BBVA BANCOMER, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER, CITIGROUP GLOBAL MARKETS INC., HSBC SECURITIES (USA) INC., SANTANDER INVESTMENT SECURITIES INC., AND THE ROYAL BANK OF SCOTLAND PLC, each a Joint Arranger and Joint Bookrunner.

No Material Adverse Change. No Material Adverse Effect has occurred since December 31, 2007 (excluding the financial condition and events previously disclosed in (i) the Borrowers filings made with the US Securities and Exchange Commission or the Bolsa Mexicana de Valores, S.A.B de C.V. after December 31, 2007; or (ii) in the Borrowers unaudited financial statements for each of the first three Quarterly Periods of 2008).

No Material Adverse Change from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of September __, 2007 between Disaboom, Inc., a Colorado corporation (the "Company"), and the Parties who execute this Agreement and whose subscriptions are accepted by the Company (the "Purchasers"). The Company and the Purchasers may hereinafter be referred to collectively as the "Parties" or individually as a "Party." Except as otherwise indicated herein, capitalized terms used herein are defined in Appendix A.

No Material Adverse Change. Except as set forth in the SEC Reports (i) there has been no Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change, in the condition, financial or otherwise, or in the earnings, net asset value, prospects, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company; (ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business or entered into any material transaction or agreement not in the ordinary course of business; (iii) the description of the Company's business contained in the Company's quarterly report on Form 10-QSB for the fiscal quarter ended March 31, 2007 is not materially inconsistent with its current operations, and (iv) there has been no dividend or distribution of any kind declared, paid, set aside or made by the Company. 3.19 Independent Accountant. GHP Horwath, P.C., who has expressed its opinion with respect to certain of the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission as a part of the Company's SEC Reports, is an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) as required by the 1933 Act and 1934 Act. 3.20 No Unlawful Contributions or Other Payments. Neither the Company nor, to the Company's knowledge, any employee or agent of the Company, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. 3.21 No Violation of Foreign Corrupt Practices Act of 1977. Neither the Company nor, to the knowledge of the Company, any director, officer, employee or affiliate of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. 3.22 No Sanctions by the Office of Foreign Assets Control. Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC. 3.23 Accuracy of SEC Reports. There are no contracts or documents that are required to be described in the SEC Reports, that have not been so described and filed as required. 3.24 Investment Company. The Company is not and after giving effect to the sale of the Shares will not be an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. 3.25 No Commissions. Except for fees payable to Placement Agent, the Company has not incurred any obligation for any finder's or broker's or agent's fees or commissions in connection with the purchase of the Shares.

No Material Adverse Change from Stock Purchase Agreement and Share Exchange

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into as of this 20th day of March, 2008 (the Agreement), by and among JPC CAPITAL PARTNERS, INC., a Delaware Corporation with its principal place of business located at 3440 Preston Ridge Road, Suite 600, Alpharetta, GA 30005 (JPCI); the undersigned JPCI Shareholders (the JPCI Shareholder) and COMPONUS INC., a Nevada Corporation, with its principal place of business located at 300 Center Ave., Ste. 202, Bay City, MI 48708 (Componus).

No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of JPCI. Section 5.5 Recapitalization. Prior to the Closing Date, JPCI shall: (i) have completed a reverse stock split with respect to its common stock in the amount of two (2) shares for one (1) share; (ii) have filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware that: (a) increases the authorized shares of common stock to 250,000,000 shares of common stock; and (b) changes the name of the company to Componus, Inc.; and (iii) have sold, transferred or otherwise assigned all assets and agreements (other than this agreement) of JPCI to a third party. Section 6.5 1934 Exchange Act Compliance. JPCI must file any necessary reports to become and stay current with its 1934 Exchange Act filings up to and including the Effective Date of this Agreement including any filings which may be required in order to consummate the transactions contemplated by this Agreement. This shall include, but not be limited to all annual, quarterly and current filings.

No Material Adverse Change from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (Agreement) is made as of the 17th day of August, 2006 by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the Company), and Pyxis Innovations Inc., a Delaware corporation (Investor).

No Material Adverse Change. Since the filing of the Companys most recent Annual Report on Form 10-K or as otherwise identified and described in subsequent reports filed by the Company pursuant to the 1934 Act there has not been: (a) any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Companys most recent Quarterly Report on Form 10-Q, except changes in the ordinary course of business which have not had, in the aggregate, a Material Adverse Effect; (b) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company; (c) any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company; (d) any waiver by the Company of a valuable right or of a material debt owed to it not in the ordinary course of business; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, prospects, operating results or business of the Company taken as a whole (as such business is presently conducted and as it is proposed to be conducted); (f) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; (g) any material labor difficulties or labor union organizing activities with respect to employees of the Company; (h) any transaction entered into by the Company other than in the ordinary course of business; or (i) any other event or condition of any character that might have a Material Adverse Effect.

No Material Adverse Change

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into this 10th day of July, 2002, by and among Estream, Inc., a Nevada corporation (ESTREAM) and Estream Wireless Networks, Inc., a Nevada corporation, (EWN) and the shareholders of Estream Wireless Networks, Inc. (collectively, the Shareholders.)

No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of ESTREAM.